What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-20 · 508 added, 522 removed, 795 unchanged (56% of the section changed)

Financial Statements and Supplementary

Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of WillScot Holdings Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income , changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of WillScot Holdings Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income , changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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At December 31, 2025, the allowance for credit losses was $61.8 million.

The allowance for credit losses is estimated based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability.

The allowance for credit losses is estimated based on historical credit loss experience and, as applicable, current conditions that affect collectability.

Auditing the Company's estimation of the allowance for credit losses was judgmental due to the subjectivity in assessing the appropriateness of the assumptions made by management.

The assumptions include an expectation that the Company’s collection of receivables will be consistent with historical write-off experience.

The assumptions include the approach to measuring the historical loss rate and the determination of whether an adjustment to the historical loss rate is necessary to reflect current conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company's controls over its estimation of the allowance for credit losses, including internal controls over the Company’s process to develop the assumptions used to estimate credit losses.

To test the allowance for credit losses, we performed audit procedures that included, among others, testing management's process for developing the allowance for credit losses, testing the completeness, accuracy, and relevance of the data used;

and evaluating assumptions used by management, including assessing the Company’s expectation that the collection of receivables will be consistent with historical write-off experience.

For example, we compared the days sales outstanding, customer concentration, and days past due as of December 31, 2024, to the Company’s historical experience to evaluate the relevance of the historical data utilized to estimate the allowance for credit losses.

We also performed sensitivity analyses of various assumptions to evaluate the change in the allowance that would result from changes in assumptions.

To test the allowance for credit losses, we performed audit procedures that included, among others, testing management's process for measuring the historical loss rate, and testing the completeness, accuracy, and relevance of the data used.

We also evaluated whether an adjustment to the historical loss rate was necessary to reflect current conditions.

For example, we evaluated if the composition of the trade receivables at December 31, 2025 is consistent with historical periods and performed sensitivity analyses to evaluate the effect that assumptions related to changes in current conditions may have on the allowance for credit losses.

We also performed a comparison of the prior year allowance for credit losses to subsequent credit loss activity.

/s/ Ernst & Young LLP

9 unchanged sentences

Inventories 45,560 47,473

Prepaid expenses and other current assets 67,751 57,492

Prepaid expenses 27,709 47,410

Other current assets 41,328 20,341

Assets held for sale 1,159 2,904

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Other depreciation and amortization 96,051 82,829 72,921

Restructuring costs 302,180 8,559 —

Termination fee — 180,000 —

Impairment loss on intangible asset — 132,540 —

Restructuring costs 8,559 — ( 86 )

Currency losses, net 210 593 6,754

2 unchanged sentences

Interest expense, net 231,511 227,311 205,040

Income from continuing operations before income tax 36,604 468,419 365,204

Income tax expense from continuing operations 8,475 126,575 88,863

Income from continuing operations 28,129 341,844 276,341

Loss on extinguishment of debt 5,364 — —

(Loss) income from continuing operations before income tax ( 55,421 ) 36,604 468,419

Income tax (benefit) expense from continuing operations ( 2,431 ) 8,475 126,575

(Loss) income from continuing operations ( 52,990 ) 28,129 341,844

Discontinued operations:

3 unchanged sentences

Income from discontinued operations — — 134,613

Net income $ 28,129 $ 476,457 $ 339,540

Earnings per share from continuing operations:

Net (loss) income $ ( 52,990 ) $ 28,129 $ 476,457

(Loss) earnings per share from continuing operations:

Basic $ ( 0.29 ) $ 0.15 $ 1.72

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Diluted $ — $ — $ 0.67

Earnings per share:

(Loss) earnings per share:

Basic $ ( 0.29 ) $ 0.15 $ 2.40

Diluted $ ( 0.29 ) $ 0.15 $ 2.36

Weighted average shares:

Weighted average shares outstanding:

Basic 182,394,306 188,101,693 198,554,885

2 unchanged sentences

WillScot Holdings Corporation

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive (Loss) Income

(in thousands)

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2025 2024 2023

Net income $ 28,129 $ 476,457 $ 339,540

Other comprehensive (loss) income:

Foreign currency translation adjustment, net of income tax expense (benefit) of $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively

Net (loss) income $ ( 52,990 ) $ 28,129 $ 476,457

Other comprehensive income (loss):

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

14,716 ( 24,689 ) 14,091

Net gain on derivatives, net of income tax expense of $ 2,251 , $ 1,088 and $ 1,171 for the years ended December 31, 2024, 2023 and 2022, respectively

Net (loss) gain on derivatives, net of income tax (benefit) expense of $( 4,478 ), $ 2,251 and $ 1,088 for the years ended December 31, 2025, 2024 and 2023, respectively

( 13,542 ) 6,830 3,263

Total other comprehensive (loss) income ( 17,859 ) 17,354 ( 41,051 )

Total comprehensive income $ 10,270 $ 493,811 $ 298,489

Total other comprehensive income (loss) 1,174 ( 17,859 ) 17,354

Total comprehensive (loss) income $ ( 51,816 ) $ 10,270 $ 493,811

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

6 unchanged sentences

Net income — — — — 476,457 476,457

Other comprehensive loss — — — ( 41,051 ) — ( 41,051 )

Other comprehensive income — — — 17,354 — 17,354

Common stock-based award activity 514 — 34,486 — — 34,486

Repurchase and cancellation of Common Stock and warrants ( 19,836 ) ( 2 ) ( 756,906 ) — — ( 756,908 )

Issuance of Common Stock from the exercise of options and warrants 3,254 1 11,230 — — 11,231

Repurchase and cancellation of Common Stock ( 18,534 ) ( 1 ) ( 818,673 ) — — ( 818,674 )

Issuance of Common Stock from the exercise of options 35 — 498 — — 498

Withholding taxes on net share settlement of stock-based compensation — — ( 14,171 ) — — ( 14,171 )

1 unchanged sentence

Net income — — — — 28,129 28,129

Other comprehensive income — — — 17,354 — 17,354

Other comprehensive loss — — — ( 17,859 ) — ( 17,859 )

Common stock-based award activity 717 — 35,966 — — 35,966

3 unchanged sentences

Balance at December 31, 2024 183,565 19 1,836,165 ( 70,627 ) ( 746,964 ) 1,018,593

Net income — — — — 28,129 28,129

Other comprehensive loss — — — ( 17,859 ) — ( 17,859 )

Net loss — — — — ( 52,990 ) ( 52,990 )

Other comprehensive income — — — 1,174 — 1,174

Common stock-based award activity 740 — 38,426 — — 38,426

2 unchanged sentences

Withholding taxes on net share settlement of stock-based compensation — — ( 9,497 ) — — ( 9,497 )

Dividends — — ( 51,678 ) — — ( 51,678 )

Balance at December 31, 2025 181,184 $ 19 $ 1,725,642 $ ( 69,453 ) $ ( 799,954 ) $ 856,254

6 unchanged sentences

Operating activities:

Net income $ 28,129 $ 476,457 $ 339,540

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

Net (loss) income $ ( 52,990 ) $ 28,129 $ 476,457

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

Depreciation and amortization 430,021 384,972 338,654

Non-cash restructuring expense 301,965 — —

Provision for credit losses 58,320 55,437 49,650

3 unchanged sentences

Amortization of debt discounts and debt issuance costs 12,269 12,571 11,211

Loss on extinguishment of debt 5,364 — —

Stock-based compensation expense 38,426 35,966 34,486

1 unchanged sentence

Loss on settlement of foreign currency forward contract — — 7,715

Unrealized currency gains, net ( 56 ) ( 1,374 ) 753

Unrealized currency losses (gains), net 206 ( 56 ) ( 1,374 )

Other 3,519 4,621 3,413

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Proceeds from sale of property, plant and equipment 2,944 1,867 13,272

Purchase of investments ( 7,699 ) — —

Purchases of investments ( 806 ) ( 7,699 ) —

Maturities of marketable securities 1,235 — —

Proceeds from sale of discontinued operations — — 403,992

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Repurchase and cancellation of Common Stock ( 99,862 ) ( 278,269 ) ( 818,182 )

Excise tax paid on repurchase of Common Stock ( 7,830 ) — —

Taxes paid on employee stock awards ( 9,962 ) ( 15,953 ) ( 14,171 )

Dividends paid ( 51,119 ) — —

Net cash used in financing activities ( 340,525 ) ( 200,119 ) ( 418,935 )

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Capital expenditures accrued or payable $ 16,639 $ 20,126 $ 19,557

Reconciliation of cash and cash equivalents to the consolidated balance sheet:

Cash and cash equivalents of continuing operations $ 9,001 $ 10,958 $ 7,390

Cash and cash equivalents included in assets held for sale — — 10,384

Total cash and cash equivalents shown in the consolidated statement of cash flows $ 9,001 $ 10,958 $ 17,774

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

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The Company leases, sells, delivers and installs modular space solutions and portable storage products through an integrated network of branch locations that spans North America.

On September 30, 2022, the Company completed the sale of its former Tank and Pump Solutions ("Tank and Pump") segment.

On January 31, 2023, the Company completed the sale of its former United Kingdom Storage Solutions ("UK Storage Solutions") segment.

The consolidated financial statements present the historical financial results of the former Tank and Pump and UK Storage Solutions segments as discontinued operations for all periods presented.

See Note 3 for further discussion.

On July 29, 2024, the Company amended and restated its certificate of incorporation to effect a change of the Company’s name from “WillScot Mobile Mini Holdings Corp.” to “WillScot Holdings Corporation."

Basis of Presentation and Principles of Consolidation

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All intercompany balances and transactions are eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.

On January 31, 2023, the Company completed the sale of its former United Kingdom Storage Solutions ("UK Storage Solutions") segment.

The consolidated financial statements present the historical financial results of the former UK Storage Solutions segment as discontinued operations for the year ended December 31, 2023.

See Note 4 for further discussion.

Accounting Estimates

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The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables.

The allowance for credit losses reflects the estimate of the amount of receivables that the Company will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability.

The allowance for credit losses reflects the estimate of the amount of receivables that the Company will be unable to collect based on historical credit loss experience and, as applicable, current conditions to the extent that historical information does not reflect current conditions that affect collectability.

This estimate is sensitive to changing circumstances.

Accordingly, the Company may be required to increase or decrease its allowances in future periods in response to changing circumstances, including changes in the economy or in the particular circumstances of individual customers.

Specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue following the completion of collection efforts.

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

Accordingly, 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 ("SG&A") expense.

Activity in the allowance for credit losses for the years ended December 31 was as follows:

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Balance at beginning of period $ 101,693 $ 81,656 $ 57,048

Provision for credit losses, net of recoveries 55,437 49,650 34,881

Write-offs recorded as a reduction to revenue ( 35,025 ) ( 25,182 ) ( 23,705 )

Provision for credit losses 58,320 55,437 49,650

Write-offs to leasing revenue ( 75,505 ) ( 26,758 ) ( 18,875 )

Write-offs to delivery and installation revenue ( 17,371 ) ( 6,698 ) ( 5,275 )

Write-offs to new units sales revenue ( 3,333 ) ( 850 ) ( 516 )

Write-offs to rental units sales revenue ( 2,346 ) ( 719 ) ( 516 )

Total write-offs recorded as a reduction to revenue, net of recoveries ( 98,555 ) ( 35,025 ) ( 25,182 )

Foreign currency translation and other 297 ( 375 ) 140

Balance at end of period $ 61,755 $ 101,693 $ 81,656

Accounts receivable are written off when they reach a level of delinquency that indicates the amounts may no longer be collectible, considering aging, customer‑specific facts, and historical loss patterns.

For the year ended December 31, 2025, the Company had an increase in write-offs of accounts receivable due to receivables that were deemed uncollectible.

Write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in SG&A expense to the extent that the related receivables were already reserved.

The Company’s trade accounts receivable subject the Company to potential concentrations of credit risk.

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The Company generally has the right to repossess its rental units in the event of non-payment of receivables relating to the Company’s leasing operations.

Inventories consist of raw materials and finished units for sale.

Inventories consist of spare parts and supplies, work in process, and finished units for sale.

Inventories are measured at the lower of cost or net realizable value based on the weighted-average cost.

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Land is not depreciated.

Leasehold improvements are amortized over the lease term.

Assets leased under finance leases are depreciated over the shorter of the lease term or their useful life, unless it is reasonably certain that the Company will obtain ownership by the end of the lease term.

Leasehold improvements are amortized over the shorter of the lease term or their useful life.

Maintenance and repair costs are expensed as incurred.

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When circumstances indicate the carrying amount of long-lived assets in a held-for-use asset group may not be recoverable, the Company evaluates the assets for potential impairment using internal projections of undiscounted cash flows resulting from the use and eventual disposal of the assets.

Events or changes in circumstances that may necessitate a recoverability evaluation include, but are not limited to, adverse changes in the regulatory environment or an expectation it is more likely than not that the asset will be disposed of before the end of its previously estimated useful life.

If the carrying amount of the assets exceeds the undiscounted cash flows, an impairment expense is recognized for the amount by which the carrying amount of the asset group exceeds its fair value (subject to the carrying amount not being reduced below fair value for any individual long-lived asset that is determinable without undue cost and effort).

Consistent with the provisions of Leases (Topic 842) ("ASC 842") , the Company assesses whether any operating lease as set impairment exists in accordance with the measurement guidance in Accounting Standard Codification ("ASC") 360, Property Plant and Equipment .

Cloud Computing Arrangements

The Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract under the internal-use software framework.

Costs related to preliminary project activities and post implementation activities are expensed as incurred.

Costs incurred in the development stage are generally capitalized as other assets.

Amortization expense is calculated on a straight-line basis over the contractual term of the cloud computing arrangement and recorded as selling, general and administrative expense.

Events or changes in circumstances that may necessitate a recoverability evaluation include adverse changes in the regulatory environment or an expectation it is more likely than not that the asset will be disposed of before the end of its previously estimated useful life.

If the carrying amount of the assets exceeds the undiscounted cash flows, an impairment expense is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.

Consistent with the provisions of Accounting Standards Update ("ASU") No.

2016-02, Leases (Topic 842) ("ASC 842") , the Company assesses whether any operating lease as set impairment exists in accordance with the measurement guidance in Accounting Standard Codification ("ASC") 360, Property Plant and Equipment .

Purchase Accounting

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Any subsequent changes to fair values assigned in purchase accounting result in a corresponding adjustment to goodwill.

Transaction costs are expensed in the acquisition of a business.

Transaction costs are expensed as incurred.

Long-lived assets (principally rental equipment), goodwill and other intangible assets represent the largest components of our acquisitions.

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The quantitative impairment test involves a comparison of the estimated fair value of a reporting unit to its carrying amount.

The Company estimates the fair value of a reporting unit by using a discounted cash flow model that calculates fair value as the present value of expected cash flows of the reporting units.

The Company estimates the fair value of a reporting unit by using a combination of the income approach and the market approach.

Under the income approach, the Company uses a discounted cash flow model that calculates fair value as the present value of expected cash flows of the reporting units.

Under the market approach, fair value is calculated using the average EBITDA multiples of comparable guideline companies whose securities are actively traded in public markets.

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions.

These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, value of net operating losses, future economic and market conditions and determination of appropriate market comparables.

These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, the value of net operating losses, future economic and market conditions, and the determination of appropriate comparable companies.

Management bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain.

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Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually.

After determining the Mobile Mini trade name was no longer indefinite-lived and recording an impairment during the year ended December 31, 2024, the Company’s only remaining indefinite-lived intangible asset is the WillScot trade name.

The Company performs its assessment of indefinite-lived intangible assets utilizing either a qualitative or quantitative impairment test.

1 unchanged sentence

This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.

carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the recorded indefinite-lived intangible asset exceeds the fair value.

If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the carrying value of the indefinite-lived intangible asset exceeds the fair value.

Other intangible assets that have finite useful lives are measured at cost less accumulated amortization and impairment losses, if any.

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For its US and Canada employees, the Company sponsors defined contribution benefit plans that have discretionary matching contribution and profit-sharing features.

Fo r the years ended December 31, 2024, 2023 and 2022, the Company made matc hing contributions of $ 15.1 million, $ 14.1 million and $ 13.8 million to these plans, respectively.

For the years ended December 31, 2025, 2024 and 2023, the Company made matching contributions of $ 15.0 million, $ 15.1 million and $ 14.1 million to these plans, respectively.

Stock-Based Compensation

On June 24, 2020, WillScot's stockholders approved the WillScot 2020 Incentive Award Plan ("2020 Incentive Plan") and, as a result, all subsequent incentive awards are granted under the 2020 Incentive Plan.

The 2020 Incentive Plan is administered by the Compensation Committee.

Under the 2020 Incentive Plan, the Compensation Committee may grant an aggreg ate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, RSAs, RSUs, performance compensation awards and stock bonus awards.

Stock-based compensation awards are granted under the stockholder-approved WillScot 2020 Incentive Award Plan ("2020 Incentive Plan"), which is administered by the Compensation Committee of the Board of Directors.

Under the 2020 Incentive Plan, the Compensation Committee may grant an aggreg ate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), performance compensation awards, and stock bonus awards.

Stock-based payments, including the grant of stock options, RSAs and RSUs, are subject to service-based vesting requirements, and expense is recognized on a straight-line basis over the vesting period.

2 unchanged sentences

RSUs are recognized in the financial statements based on their fair value.

In addition, stock-based payments to non-executive directors include grants of RSAs.

In addition, stock-based payments to non-executive directors and employees include grants of RSAs.

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

2 unchanged sentences

RSAs cliff vest in a one year period.

Time-Based RSUs vest ratably over a period of four years .

Time-Based RSUs vest ratably over periods ranging from one year to four years .

Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in the S&P MidCap 400 Index at the grant date over the performance period of three years .

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

Stock options vest in tranches over a period of four years and expire ten years from the grant date.

During the year ended December 31, 2025, 312,632 of these awards vested with a payout of 300,000 RSUs.

Stock options vest in tranches over periods that range from two years to four years and expire ten years from the grant date.

The fair value of each stock option award on the grant date is estimated using the Black-Scholes option-pricing model with the following assumptions:

expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted-average expected term of the options.

The volatility assumption used in the Black-Scholes option-pricing model was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history.

Future calculations may use the Company trading history.

Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption was based on the simplified method under GAAP, which is based on the vesting period and contractual term for each tranche of awards.

The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method.

The volatility assumption used in the Black-Scholes option-pricing model for options granted in prior years was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history.

The volatility assumption used in the Black-Scholes option-pricing model for options granted in 2025 was based on the Company's trading history.

Additionally, the expected term assumption was based on the simplified method under GAAP, which is based on the vesting period and contractual term for each tranche of awards.

The mid-point between the weighted-average

vesting term and the expiration date is used as the expected term under this method.

The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption.

As of December 31, 2024, WillScot had not declared or paid a cash dividend on common shares.

Foreign Currency Translation and Transactions

2 unchanged sentences

The assets and liabilities of subsidiaries whose functional currency is different from the USD are translated into USD at exchange rates at the reporting date and income and expenses are translated using average exchange rates for the respective period.

Exchange rate adjustments resulting from transactions in foreign currencies (currencies other than the Company entities’ functional currencies) are remeasured to the respective functional currencies using exchange rates at the dates of the transactions and are recognized in currency (gains) losses on the consolidated statements of operations.

Foreign exchange gains and losses arising from a receivable or payable to a consolidated Company entity, the settlement of which is neither planned nor anticipated in the foreseeable future, are considered to form part of a net investment in the Company entity and are included within accumulated other comprehensive loss.

Exchange rate adjustments resulting from transactions in foreign currencies (currencies other than the Company entities’ functional currencies) are remeasured to the respective functional currencies using exchange rates at the dates of the transactions and are recognized in currency losses, net on the consolidated statements of operations.

Derivative Instruments and Hedging Activities

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The majority of revenue is generated by rental income subject to the guidance in ASC 842.

The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in Accounting Standards Update No.

The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASU No.

2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").

2 unchanged sentences

The Company's lease arrangements can include multiple lease and non-lease components.

Examples of lease components include, but are not limited to, the lease of modular space and portable storage units and VAPS.

Examples of non-lease components include, but are not limited to, the delivery, install ation, and removal services commonly provided in a bundled transaction with the lease components.

Examples of lease components include the lease of modular space and portable storage units and VAPS.

Examples of non-lease components include the delivery, install ation, and removal services commonly provided in a bundled transaction with the lease components.

Arrangement consideration is allocated between lease components and non-lease components based on the relative estimated selling (leasing) price of each deliverable.

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O perating lease minimum contractual terms generally range from 1 month to 60 months and leases are customarily renewable on a month-to-month basis after their initial term.

Operating lease minimum contractual terms for modular space products, excluding ground level offices, averaged approximately 10 months for the year ended December 31, 2024 .

The rental continues until cancelled by the Company or the customer.

Operating lease minimum contractual terms averaged less than 12 months for the year ended December 31, 2025.

Services Revenue

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Other Matters

The Company's non-lease revenues do not include material amounts of variable consideration, other than the variability for service arrangements expected to be performed beyond a twelve-month period.

The Company's non-lease revenues do not include material amounts of variable consideration.

The Company's payment terms vary by the type and location of its customer and the product or services offered.

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The Company determines if an arrangement is or contains a lease at inception.

Leases are classified as either finance or operating at inception of the lease, with classification affecting the pattern of expense recognition in the statement of operations.

Leases are classified as either finance or operating at inception of the lease, with classification affecting expense recognition in the statement of operations.

Short-term leases, defined as leases with an initial term of 12 months or less, are not recorded on the balance sheet.

1 unchanged sentence

The Company has leases that contain both lease and non-lease components and has elected, as an accounting policy, to not separate lease components and non-lease components.

Right of use ("ROU") assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

Right of use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

The lease liability is calculated as the present value of the remaining minimum rental payments for existing leases using either the rate implicit in the lease or, if none exists, the Company's incremental borrowing rate, as the discount rate.

The Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments for those leases where the implicit rate is not known.

The Company's incremental borrowing rate is a hypothetical rate based on its understanding of what would be the Company's secured credit rating.

Variable lease payments are expensed in the period in which the obligation for those payments is incurred.

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Shipping Costs

The Company includes costs to deliver rental equipment to customers, whether performed by third-parties or by internal employees, in costs of leasing and services and cost of sales.

The Company includes costs to deliver rental equipment to customers, whether performed by third-parties or by internal employees, in costs of leasing and services and costs of sales.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

6 unchanged sentences

Conversely, to the extent circumstances indicate that a valuation allowance is no longer necessary, that portion of the valuation allowance is reversed, which generally reduces the Company’s income tax expense.

Deferred tax liabilities are recognized for the income taxes on the undistributed earnings of wholly-owned foreign subsidiaries unless such earnings are indefinitely reinvested, or will only be repatriated when possible to do so at minimal

additional tax cost.

Income tax relating to items recognized directly in equity is recognized in equity and not in profit (loss) for the year.

11 unchanged sentences

See further discussion of the levels in Note 13.

The Company accounted for warrants as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreements.

In periods subsequent to issuance, warrants classified as liabilities were subject to remeasurement at each balance sheet date and transaction date with changes in the estimated fair values of the common stock warrant liabilities and gains and losses on extinguishment of common stock warrant liabilities reported in the consolidated statements of operations.

Effective November 29, 2022 , no warrants were outstanding.

Recently Issued and Adopted Accounting Standards

Recently Issued Accounting Standards

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

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

2023-09 Income Taxes (Topic 740):

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

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

The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction;

pretax income (or loss) from continuing operations;

and income tax expense (or benefit).

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

Early adoption is permitted.

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

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update No.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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ASU 2024-03 requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses.

The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted and the amendments may be applied either prospectively or retrospectively.

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

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

Recently Adopted Accounting Standards

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued Accounting Standards Update No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 expands the breadth and frequency of segment disclosures, requiring disclosure of (i) significant segment expenses, (ii) other segment items, (iii) the chief operating decision maker's title and position, (iv) how the chief operating decision maker uses the reported measures of a segment's profit or loss and (v) interim disclosure of all segment profit, loss and asset disclosures currently required annually.

ASU 2023-07 clarifies that a public entity may report one or more measures of segment profit or loss and requires that single reportable segment entities provide all required segment disclosures.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

In December 2023, the FASB issued 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 adopted ASU 2023-09 as of December 31, 2025.

Refer to Note 18 - Segment Reporting.

Refer to Note 17 - Income Taxes.

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 consolidated financial statements or disclosures.

In September 2025, the FASB issued ASU No.

2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract ("ASU 2025-07") .

ASU 2025-07 narrows the scope of ASC 815 by

excluding certain non-exchange-traded contracts whose terms are based on the normal operations or activities of one of the parties, and clarifies that share-based noncash consideration received from a customer for the transfer of goods or services should be accounted for under ASC 606 until the right to the consideration becomes unconditional.

The ASU is effective for annual and interim periods beginning after December 15, 2026, and may be early adopted.

Effective December 31, 2025, the Company early adopted this standard using the prospective method for the derivative scope refinement.

The adoption did not have a material impact on the Company's consolidated financial statements or disclosures.

In November 2025, the FASB issued ASU No.

2025-09 Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements ("ASU 2025-09").

ASU 2025-09 clarifies five separate hedge accounting issues arising from the global reference rate reform initiative.

The second issue that is clarified under ASU 2025-09 addresses problems arising from interest rate and/or tenor changes with hedges that have "choose-your-rate" debt instruments.

This ASU introduces a model for hedging variable rate debt instruments that allows borrowers to change interest rate indexes and/or tenor without the need to dedesignate the hedge as long as the new interest rate and/or tenor was documented at the hedges inception, the risk being hedged remains similar and the forecasted transaction is probable.

The ASU is effective for public business entities' annual and interim periods beginning after December 15, 2026, and may be early adopted.

Effective December 31, 2025, the Company early adopted this standard using the "choose-your-rate" model.

The adoption did not have a material impact on the Company's consolidated financial statements or disclosures.

Note 2 - Restructuring

During 2025, following the integration of its modular and storage field operations in 2024, the Company evaluated its real estate footprint on a property-by-property basis to opportunistically reduce overall real estate costs while maintaining market coverage.

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

During the eleven months ended November 30, 2025, rental equipment identified for disposal was depreciated to its salvage value, resulting in approximately $ 41.0 million of incremental rental equipment depreciation.

In December 2025, the Company initiated a comprehensive network optimization initiative (the "Network Optimization Plan") identifying additional real estate locations for exit, which was approved by the Company's Board of Directors on December 18, 2025.

Exiting those locations necessitates the disposal of certain rental equipment.

The restructuring plan encompasses exiting approximately 665 acres of real estate over the next four years , representing 108 branch and drop lot locations and approximately 25 % of the Company's leased acreage.

To enable these exits, management identified rental fleet units with a net book value of $ 312.1 million to be abandoned, representing approximately 53,000 units (approximately 31,000 portable storage units and 22,000 modular space units).

The Company believes these actions will reduce expected annual real estate cost increases while maintaining market coverage and customer service capabilities.

The Company expects to substantially complete all real estate exits and related rental equipment disposals under the Network Optimization Plan by 2029.

For the year ended December 31, 2025, the Company recorded restructuring costs for the Network Optimization Plan of $ 301.9 million, consisting of accelerated depreciation of rental equipment.

The Company expects the initiative to result in future costs consisting of rental equipment disposal costs of approximately $ 40 million and rental equipment relocation costs of approximately $ 20 million.

Disposal costs consist of demolition costs, waste removal fees and scrapping fees.

Disposal costs will be recorded within restructuring costs when incurred.

Relocation costs consist primarily of costs to relocate units to other branch locations.

Relocation costs will be recorded within costs of leasing when incurred.

The amount and timing of the actual charges may vary due to a variety of factors, including the ability of vendors to accommodate disposal volumes and additional time needed to exit leased properties.

The Company’s estimates for the charges discussed above exclude any potential income tax effects.

The Company does not expect to exit locations until the end of the contractual lease term;

therefore, rental expense will continue to be incurred within SG&A expense as the Company consumes its right to use the real estate.

In 2024, the Company implemented a cost-reduction plan for certain centralized and redundant resources.

During the year ended December 31, 2024, restructuring costs incurred under this plan included employee termination costs of $ 8.6 million.

During the year ended December 31, 2025, the Company recorded restructuring expense of $ 0.3 million related to the 2024 restructuring plan.

NOTE 3 - Business Combination and Acquisitions

Business Combination

During the second quarter of 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 $ 54.8 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.

During the year ended December 31, 2024, the Company acquired certain assets and assumed certain liabilities from a US regional provider of perimeter solutions for $ 36.8 million.

As of the acquisition date, the goodwill acquired was $ 25.3 million, the intangible assets acquired were $ 2.5 million, and the fair value of rental equipment recognized was $ 8.8 million.

The purchase price allocation is preliminary and subject to revision as additional information is obtained.

The preliminary allocation of purchase price, including the valuation of acquired rental equipment and intangible assets, is based on the best estimates of management and is subject to revision based on the final valuations.

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

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Asset Acquisitions

During 2024, the Company acquired certain assets and assumed certain liabilities of a US national provider of clearspan solutions and three regional storage and modular companies, which consisted primarily of approximately 600 climate-controlled containers and 800 modular units, for $ 84.5 million in cash.

As of the acquisition dates, the fair value of rental equipment acquired from these asset acquisitions was $ 80.7 million.

Integration Costs

The Company records integration costs related to acquisitions within selling, general and administrative ("SG&A") expense.

The Company incurred $ 7.5 million, $ 10.4 million and $ 15.5 million in integration costs for the years ended December 31, 2024, 2023 and 2022, respectively.

Termination of Agreement to Acquire McGrath RentCorp

On January 28, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath").

On September 17, 2024, the Company and McGrath mutually agreed to terminate the Merger Agreement.

In accordance with the terms of the Merger Agreement, the Company paid McGrath a $ 180.0 million termination fee during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company recorded $ 42.4 million in legal and professional fees related to the McGrath transaction within SG&A expense.

In connection with the Company's proposed acquisition of McGrath, the Company entered into a commitment letter dated January 28, 2024, which was amended and restated on June 13, 2024 and modified by a Notice of Reduction of Bridge Commitments on June 28, 2024 (the "Commitment Letter"), pursuant to which certain financial institutions committed to make available, in accordance with the terms of the Commitment Letter, (i) a senior secured bridge credit facility and (ii) an upsize to the existing ABL Facility (as defined below).

As a result of the termination of the Merger Agreement, the Commitment Letter was terminated.

During the year ended December 31, 2025, the Company acquired $ 23.2 million in rental fleet assets from two companies for $ 25.8 million in cash.

During the year ended December 31, 2024, the Company acquired $ 80.7 million in rental fleet assets from three companies for $ 84.5 million in cash.

Termination of Merger Agreement

In September 2024, the Company terminated a merger agreement with McGrath RentCorp.

and paid a $ 180.0 million termination fee and recorded $ 42.4 million in legal and professional fees related to the merger transaction within SG&A expense.

NOTE 4 - Discontinued Operations

Tank and Pump Divestiture

On September 30, 2022, the Company sold its former Tank and Pump segment for $ 321.9 million.

Exiting the former Tank and Pump segment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses.

Results for the former Tank and Pump segment are reported in income from discontinued operations within the consolidated statements of operations for the year ended December 31, 2022.

UK Storage Solutions Divestiture

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Exiting the UK Storage Solutions segment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses in North America.

Results for the former UK Storage Solutions segment are reported in income from discontinued operations within the consolidated statements of operations for the years ended December 31, 2023 and 2022.

The following tables present the results of the former Tank and Pump segment and the former UK Storage Solutions segment as reported in income from discontinued operations within the consolidated statements of operations.

The 2022 results for the former Tank and Pump segment represent results for the nine months ended September 30, 2022 as the Company sold the former Tank and Pump segment on September 30, 2022.

The 2023 results for the former UK Storage Solutions segment represent results for one month as the Company sold the former UK Storage Solutions segment on January 31, 2023.

Year Ended December 31, 2023

(in thousands) UK Storage Solutions

Results for the former UK Storage Solutions segment are reported in income from discontinued operations within the consolidated statement of operations for the year ended December 31, 2023.

The following table presents the results of the former UK Storage Solutions segment as reported in income from discontinued operations within the consolidated statement of operations and represents results for one month as the Company sold the former UK Storage Solutions segment on January 31, 2023.

(in thousands) Year Ended December 31, 2023

Leasing and services revenue:

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Income from discontinued operations $ 134,243

In January 2023, a $ 0.4 million adjustment was made to the gain on sale of the former Tank and Pump segment due to the final contractual working capital adjustment.

In January 2023, a $ 0.4 million adjustment was made to the gain on sale of a former segment, which was sold on September 30, 2022.

Including this adjustment, the total gain on sale of discontinued operations was $ 176.1 million for the year ended December 31, 2023 .

Year Ended December 31, 2022

(in thousands) Tank and Pump UK Storage Solutions Total

Leasing and services revenue:

Leasing $ 65,572 $ 79,772 $ 145,344

Delivery and installation 27,665 22,876 50,541

Sales revenue:

New units 2,202 1,106 3,308

Rental units 917 1,455 2,372

Total revenues 96,356 105,209 201,565

Costs of leasing and services:

Leasing 13,828 16,737 30,565

Delivery and installation 23,285 14,867 38,152

Costs of sales:

New units 1,636 738 2,374

Rental units 310 1,012 1,322

Depreciation of rental equipment 8,145 4,254 12,399

Gross profit 49,152 67,601 116,753

Selling, general and administrative 18,045 21,795 39,840

Other depreciation and amortization 6,103 5,906 12,009

Currency losses, net — 138 138

Other expense (income), net 4 ( 7 ) ( 3 )

Operating income 25,000 39,769 64,769

Interest expense 512 789 1,301

Income from discontinued operations before income tax 24,488 38,980 63,468

Income tax expense from discontinued operations 843 34,882 35,725

Gain on sale of discontinued operations 35,456 — 35,456

Income from discontinued operations $ 59,101 $ 4,098 $ 63,199

For the year ended December 31, 2022 , significant operating and investing items related to the former Tank and Pump segment were as follows:

Years Ended December 31,

(in thousands)

Operating activities of discontinued operations:

Depreciation and amortization $ 14,248

Investing activities of discontinued operations:

Proceeds from sale of rental equipment $ 918

Purchases of rental equipment and refurbishments $ ( 21,831 )

Purchases of property, plant and equipment $ ( 525 )

For the years ended December 31, 2023 and 2022 , significant operating and investing items related to the UK Storage Solutions segment were as follows:

Years Ended December 31,

(in thousands)

Operating activities of discontinued operations:

Depreciation and amortization $ — $ 10,160

Investing activities of discontinued operations:

Proceeds from sale of rental equipment $ 514 $ 1,455

Purchases of rental equipment and refurbishments $ ( 371 ) $ ( 23,931 )

Proceeds from sale of property, plant and equipment $ 8 $ 504

Purchases of property, plant and equipment $ ( 64 ) $ ( 3,752 )

NOTE 5 - Revenue

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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, which include 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 used by customers in connection with the Company's products.

This includes turnkey space solutions along with VAPS.

Leasing is complemented by new unit sales and sales of rental units.

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(b) Incl udes $ 38.6 million, $ 35.2 million, and $ 23.9 million of service revenue for the years ended December 31, 2025, 2024, and 2023, respectively.

(c) Includes primarily damage billings, delinquent payment charges, other processing fees, and is partially offset by provisions for specific uncollectible receivables.

(c) Includes primarily damage billings, delinquent payment charges, 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 $ 75.5 million, $ 26.8 million, and $ 18.9 million for the years ended December 31, 2025, 2024 , and 2023 , respectively.

Leasing and Services Revenue

The majority of revenue ( 75 %, 77 % , and 75 % for the years ended December 31, 2024, 2023 and 2022, respectively) is generated by lease income subject to the guidance of ASC 842.

The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 606.

The majority of revenue ( 75 %, 75 % , and 77 % for the years ended December 31, 2025, 2024, and 2023, respectively) was generated by lease income subject to the guidance of ASC 842.

The remaining revenue was generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 606.

At December 31, 2025 and for the years ended December 31, 2026 through 2030 and thereafter, future committed leasing revenues under non-cancelable operating leases with the Company’s customers, excluding revenue from delivery and installation and potential lease extensions, were as follows:

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Total $ 613,964

The Company manages credit risk associated with its accounts receivables at the customer level.

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.

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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 it will be unable to collect .

The Company's allowance for credit losses reflects its estimate of the amount of receivables that the Company will be unable to collect .

The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, and historical collection experience.

T he Company's estimates reflect changing circumstances, and the Company may be required to increase or decrease its allowance.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized bad debt expense to reflect changes in the allowance for credit losses of $ 20.4 million, $ 23.4 million, and $ 10.4 million, respectively, within SG&A expense in its consolidated statements of operations.

T he 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.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized bad debt expense within SG&A expense of $( 40.2 ) million, $ 20.4 million, and $ 23.4 million, respectively, to reflect changes in the allowance for credit losses.

During the years ended December 31, 2025, 2024 and 2023, $ 98.6 million, $ 35.0 million, and $ 25.2 million, respectively, of accounts receivable were written off and presented as a reduction of revenue (see Note 1 for further information about the accounting

for receivables).

To the extent that those receivables were reserved, the applicable reserve was adjusted to bad debt expense within SG&A.

Contract Assets and Liabilities

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

As of December 31, 2024 and 2023, the Company had approximately $ 139.4 million and $ 124.1 million, respectively, of deferred revenue related to service revenue billed in advance.

During the years ended December 31, 2024, 2023 and 2022, $ 72.7 million, $ 67.6 million and $ 47.2 million, respectively, of deferred revenue related to service revenue billed in advance was recognized as revenue .

As of December 31, 2025 and 2024, the Company recorded deferred revenue related to service revenue billed in advance of $ 134.6 million and $ 139.4 million, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of $ 90.2 million, $ 72.7 million, and $ 67.6 million, respectively, for service revenue billed in advance that was recorded as deferred revenue as of December 31, 2024, 2023, and 2022, respectively .

The Company does not have material contract assets, and it did not recognize any material impairments of any contract assets.

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As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred.

NOTE 6 - Inventories

Inv entories at December 31 consisted of the following:

(in thousands) 2025 2024

Spare parts and supplies $ 40,716 $ 39,823

Work in process 1,322 —

Finished units 3,522 7,650

Inventories $ 45,560 $ 47,473

NOTE 7 - Rental Equipment, net

Rental equipment, net at December 31 consisted of the following:

(in thousands) 2025 2024

Modular space units $ 3,836,964 $ 3,658,086

Portable storage units 1,097,908 1,070,025

Value-added products 229,920 220,205

Total rental equipment 5,164,792 4,948,316

accumulated depreciation ( 2,071,471 ) ( 1,570,377 )

Rental equipment, net $ 3,093,321 $ 3,377,939

At December 31, 2025, rental equipment included $ 312.1 million related to rental fleet assets that the Company intends to dispose of in connection with the Network Optimization Plan.

The assets will be derecognized when physically disposed.

The Company had rental equipment in the following geographic areas at December 31 :

(in thousands) 2025 2024

US $ 4,711,272 $ 4,532,692

Canada 405,239 374,446

Mexico 48,281 41,178

Total rental equipment 5,164,792 4,948,316

accumulated depreciation ( 2,071,471 ) ( 1,570,377 )

Rental equipment, net $ 3,093,321 $ 3,377,939

NOTE 8 – Property, Plant and Equipment, net

Property, plant and equipment, net at December 31 consisted of the following:

(in thousands) 2025 2024

Land, buildings, and leasehold improvements $ 187,789 $ 184,475

Vehicles and equipment 325,255 272,587

Office furniture, fixtures and software 123,261 119,622

Total property, plant and equipment 636,305 576,684

accumulated depreciation ( 246,085 ) ( 213,611 )

Property, plant and equipment, net $ 390,220 $ 363,073

Depreciation expense related to property, plant and equipment w as $ 50.3 million, $ 44.3 million, and $ 47.1 million for the years ended December 31, 2025, 2024, and 2023, respectively, and was presented in other depreciation and amortization in the consolidated statements of operations.

As of December 31, 2025 and 2024, the gross cost of property, plant and equipment assets under finance leases was $ 220.5 million and $ 177.6 million, respectively, with related accumulated depreciation of $ 64.3 million and $ 52.5 million, respectively.

NOTE 9 - Leases

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Present value of lease liabilities $ 312,685 $ 166,858

Lease liabilities as of December 31, 2024 excl uded $ 48.7 million of minimum lease payments related to a lease arrangement that was legally binding but had not yet commenced.

The lease is estimated to commence in fiscal year 2025 with an initial lease term of 12 years.

Finance lease liabilities are included within long-term debt and current portion of long-term debt on the consolidated balance sheets.

9 unchanged sentences

Fixed lease expense

Cost of leasing and services $ 1,101 $ 1,396 $ 2,797

Costs of leasing and services $ 816 $ 1,101 $ 1,396

Selling, general and administrative 89,254 80,199 67,374

Short-term lease expense

Cost of leasing and services 28,758 26,010 32,947

Costs of leasing and services 28,743 28,758 26,010

Selling, general and administrative 1,434 2,071 1,789

Variable lease expense

Cost of leasing and services 762 2,109 5,388

Costs of leasing and services 205 762 2,109

Selling, general and administrative 10,172 10,925 8,380

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Weighted-average discount rate - finance leases 5.0 % 5.1 %

NOTE 6 - Inventories

Inv entories at December 31, consisted of the following:

(in thousands) 2024 2023

Raw materials $ 39,823 $ 43,071

Finished units 7,650 4,335

Inventories $ 47,473 $ 47,406

NOTE 7 - Rental Equipment, net

Rental equipment, net at December 31 consisted of the following:

(in thousands) 2024 2023

Modular space units $ 3,658,086 $ 3,541,451

Portable storage units 1,070,025 1,009,059

Value-added products 220,205 204,933

Total rental equipment 4,948,316 4,755,443

accumulated depreciation ( 1,570,377 ) ( 1,374,128 )

Rental equipment, net $ 3,377,939 $ 3,381,315

The Company had rental equipment in the following geographic areas at December 31 :

(in thousands) 2024 2023

US $ 4,532,692 $ 4,311,256

Canada 374,446 396,127

Mexico 41,178 48,060

Total rental equipment 4,948,316 4,755,443

accumulated depreciation ( 1,570,377 ) ( 1,374,128 )

Rental equipment, net $ 3,377,939 $ 3,381,315

NOTE 8 – Property, Plant and Equipment, net

Property, plant and equipment, net at December 31 consisted of the following:

(in thousands) 2024 2023

Land, buildings, and leasehold improvements $ 184,475 $ 178,117

Vehicles and equipment 272,587 233,793

Office furniture, fixtures and software 119,622 109,460

Total property, plant and equipment 576,684 521,370

accumulated depreciation ( 213,611 ) ( 180,483 )

Property, plant and equipment, net $ 363,073 $ 340,887

Depreciation expense related to property, plant and equipment w as $ 44.3 million, $ 47.1 million, and $ 38.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The depreciation expense for these assets was presented in other depreciation and amortization in the consolidated statements of operations.

As of December 31, 2024 and 2023, the gross cost of property, plant and equipment assets under finance leases was $ 177.6 million and $ 133.3 million, respectively, with related accumulated depreciation of $ 52.5 million and $ 40.8 million, respectively.

NOTE 10 - Goodwill and Intangible Assets

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Balance at December 31, 2025 $ 1,257,612

The Company conducted its annual impairment test of goodwill as of October 1, 2024 and determined that there was no impairment of goodwill identified.

Accumulated historical goodwill impairment losses wer e $ 792.8 million prior to Double Eagle Acquisition Corporation's acquisition of Williams Scotsman International, Inc.

The Company conducted its annual impairment test of goodwill as of October 1, 2025 and determined there was no impairment of goodwill.

Accumulated historical goodwill impairment losses were $ 792.8 million prior to Double Eagle Acquisition Corporation's acquisition of Williams Scotsman International, Inc.

There were no g oodwill impairments recorded for the years ended December 31, 2025, 2024, and 2023.

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December 31, 2024

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

(in thousands) Weighted average remaining life (in years) Gross carrying amount 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 - Mobile Mini 164,000 — 164,000

Trade name – WillScot 125,000 — — 125,000

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

For the years ended December 31, 2024, 2023 and 2022, the aggregate amount recorded to depreciation and amortization expense for intangible assets subject to amortization was $ 38.5 million, $ 25.8 million and $ 23.8 million, respectively.

In the second quarter of 2024, the Company determined that a review of the carrying value of the Mobile Mini trade name was necessary based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

For the years ended December 31, 2025, 2024, and 2023, t he aggregate amount recorded to depreciation and amortization expense for intangible assets subject to amortization was $ 45.8 million, $ 38.5 million, and $ 25.8 million, respectively.

In 2024, the Company determined that a review of the carrying value of the Mobile Mini trade name was necessary based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini name.

As of June 30, 2024, the Mobile Mini trade name was tested for impairment using the relief from royalty valuation method.

The estimate of fair value included a discount rate of 9 %, an unobservable input (Level 3).

After determining the estimated fair value, t he Company recorded an impairment charge of $ 132.5 million during the year ended December 31, 2024.

After determining the estimated fair value, the Company recorded an impairment charge of $ 132.5 million during the year ended December 31, 2024.

This non-cash charge was recorded to impairment loss on intangible asset on the consolidated statement of operations.

After the impairment charge , t he remaining net book value of the Mobile Mini trade name was $ 31.5 million, which is being amortized over the remaining useful life of the asset.

As of December 31, 2024, the expected future amortization expense for intangible assets is as follows:

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

(in thousands) Amortization Expense

2026 $ 40,210

Thereafter 777

Total $ 99,088

7 unchanged sentences

2030 Secured Notes 6.625 % 2030 494,180 —

2031 Secured Notes 7.375 % 2031 445,342 494,329

Finance Leases Varies Varies 166,858 143,788

9 unchanged sentences

The Company records de bt issuance costs as offsets against the carrying value of the related debt .

These debt costs are amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows:

These debt costs will be amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows:

(in thousands) Debt issuance cost amortization

2025 $ 12,069

2026 $ 11,065

Thereafter 731

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 provides for revolving credit facilities in the aggregate principal amount of up to $ 3.7 billion, consisting of:

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

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

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

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

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

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

Total $ 36,697

Asset Based Lending Facility

Certain subsidiaries of the Company, including Williams Scotsman, Inc.

("WSI"), have an asset-based credit agreement that was amended on October 16, 2025 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 Secured Overnight Financing Rate ("SOFR") - and Term Canadian Overnight Repo Rate Average ("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.

The Company recorded a loss on extinguishment of debt of $ 3.4 million related to the amendment.

The agreement, as amended, provides for revolving credit facilities in the aggregate principal amount of up to $ 3.0 billion, consisting of:

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 2.75 billion (the “US Facility”), (ii) a $ 250.0 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 or Canadian Dollars, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $ 1.0 billion and the amount of suppressed availability (as defined in the ABL Facility), plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval.

The ABL Facility is scheduled to mature on October 16, 2030.

The applicable margins for Term CORRA and Term SOFR loans is 1.375 % and for base rate and Canadian Prime Rate loans is 0.375 %, all of which are subject to one step down of 0.125 % beginning in October 2026 based on the Company's excess availability from the prior quarter, and a second step down of 0.125 % based on the Company's leverage.

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

1 unchanged sentence

Refer to Note 12 for a more detailed discussion on interest rate management.

On February 26, 2024, WSI entered into an amendment to the ABL Facility (the "Fifth Amendment") to, among other things, change the rate under the ABL Facility for borrowings denominated in Canadian Dollars from a Canadian Dollar Offered Rate ("CDOR")-based rate to a Canadian Overnight Repo Rate Average ("CORRA")-based rate, subject to certain adjustments specified in the ABL Facility, and to update certain other provisions regarding successor interest rates to CDOR.

On February 27, 2024, WSI and certain other subsidiaries of the Company entered into an amendment to the ABL Facility (the "Sixth Amendment"), which was to become effective upon the closing of the Company's proposed acquisition of McGrath.

Following the termination of the Merger Agreement on September 17, 2024, the Sixth Amendment was null and void.

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 December 31, 2024, the Line Cap was $ 3.2 billion and the Borrowers had approximately $ 1.6 billion of available borrowing capacity under the ABL Facility, including $ 1.4 billion under the US Facility and $ 183.1 million under the Multicurrency Facility.

At December 31, 2025, the Line Cap was $ 2.9 billion and the Company had $ 1.4 billion of available borrowing capacity under the ABL Facility, including $ 1.2 billion under the US Facility and $ 180.0 million under the Multicurrency Facility.

Borrowing capacity under the ABL Facility is made available for up to $ 200.0 million letters of credit and $ 250.0 million of swingline loans.

4 unchanged sentences

Debt issuance costs of $ 16.7 million and $ 19.0 million were included in the carrying value of the ABL Facility at December 31, 2025 and December 31, 2024, respectively .

The obligations of the US Borrowers are unconditionally guaranteed by WSI and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of WSI, other than excluded subsidiaries (together with WSI, the "US Guarantors").

The obligations of the Multicurrency Borrowers are unconditionally guaranteed by the US Borrowers and the US Guarantors, and each existing and subsequently acquired or organized direct or indirect wholly-owned Canadian organized restricted subsidiary of Holdings other than certain excluded subsidiaries (together with the US Guarantors, the "ABL Guarantors").

The obligations of the US Facility borrowers are unconditionally guaranteed by WSI and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of WSI, other than excluded subsidiaries (together with WSI, the "US Guarantors").

The obligations of the Multicurrency Facility borrowers are unconditionally guaranteed by the US facility borrowers and the US Guarantors, and each existing and subsequently acquired or organized direct or indirect wholly-owned Canadian organized restricted subsidiary of the Company other than certain excluded subsidiaries.

Senior Secured Notes

On June 15, 2020, WSI completed a private offering of $ 650.0 million in aggregate principal amount of its 6.125 % senior secured notes due 2025 (the "2025 Secured Notes") to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended ("Rule 144A").

The 2025 Secured Notes mature on June 15, 2025 and bear interest at a rate of 6.125 % per annum.

Interest is payable semi-annually on June 15 and December 15 of each year.

In 2021, the Company redeemed $ 123.5 million of its 2025 Secured Notes.

As of December 31, 2024, the aggregate principal amount outstanding for the 2025 Secured Notes was $ 526.5 million.

Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $ 1.2 million as of December 31, 2024.

At December 31, 2024, the 2025 Secured Notes were classified as long-term on the Consolidated Balance Sheet as the Company has the intent and believes it has the ability to refinance this obligation on a long-term basis as demonstrated by the forecasted available capacity under the ABL Facility, among other refinancing alternatives to be considered opportunistically.

On August 25, 2020, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 4.625 % senior secured notes due 2028 (the "2028 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A .

The 2025 Secured Notes matured on June 15, 2025 and bore interest at a rate of 6.125 % per annum.

Interest was payable semi-annually on June 15 and December 15 of each year.

In 2021, the Company redeemed $ 123.5 million of the 2025 Secured Notes.

On March 27, 2025, the Company used the net proceeds from the offering of the 2030 Secured Notes (defined below), together with $ 33.0 million of additional borrowings under the ABL Facility, to (i) redeem all of WSI's outstanding 2025 Secured Notes at a redemption price equal to 100.00 % of the principal amount of the 2025 Secured Notes outstanding, totaling $ 526.5 million, plus accrued and unpaid interest, and (ii) pay related fees and expenses.

T he 2028 Secured Notes mature on August 15, 2028 and bear interest at a rate of 4.625 % per annum.

Interest is payable semi-annually on August 15 and February 15 of each year.

In terest is payable semi-annually on August 15 and February 15 of each year.

Unamortized deferred financing costs pertaining to the 2028 Secured Notes were $ 3.3 million as of December 31, 2025.

On September 25, 2023, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 7.375 % senior secured notes due 2031 (the "2031 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A .

P roceeds were used to repay approximately $ 494.0 million of outstanding indebtedness under the ABL Facility and certain fees and expenses.

T he 2031 Secured N otes mature on October 1, 2031 and bear interest at a rate of 7.375 % per annum.

Interest is payable semi-annually on April 1 and October 1 of each year, beginning April 1, 2024.

On September 25, 2023, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 7.375 % senior secured notes due 2031 (the "2031 Secured Notes") to qualified institutional buyers pursuant to Rule 144A and to non-US persons outside the US in accordance with Regulation S.

The 2031 Secured Notes mature on October 1, 2031 and

bear interest at a rate of 7.375 % per annum.

Interest is payable semi-annually on April 1 and October 1 of each year.

On November 18, 2025, the Company redeemed $ 50.0 million of the 2031 Secured Notes at a redemption price equal to 103 % of the principal amount of the 2031 Secured Notes redeemed, totaling $ 51.5 million and recorded a loss on extinguishment of debt of $ 2.0 million.

As of December 31, 2025, the aggregate principal amount outstanding for the 2031 Secured Notes was $ 450.0 million.

Unamortized deferred financing costs pertaining to the 2031 Secured Notes were $ 4.7 million as of December 31, 2025.

On June 28, 2024, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 6.625 % senior secured notes due 2029 (the "2029 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A .

P roceeds were used to repay approximately $ 495.0 million of outstanding indebtedness under the ABL Facility and certain fees and expenses.

T he 2029 Secured N otes mature on June 15, 2029 and bear interest at a rate of 6.625 % per annum.

Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2024.

Interest is payable semi-annually on June 15 and December 15 of each year.

Unamortized deferred financing costs pertaining to the 2029 Secured Notes were $ 6.2 million as of December 31, 2025.

The tables below depict the redemption prices (expressed as percentages of the principal amount) of the notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.

2025 Secured Notes

Year Redemption Price

June 15, 2024 and thereafter 100.000 %

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 and to non-US persons outside the US in accordance with Regulation S.

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 $ 5.8 million as of December 31, 2025.

2028 Secured Notes

The table below depicts the redemption price (expressed as a percentage of the principal amount) of the notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.

Year Redemption Price

August 15, 2024 101.156 %

August 15, 2025 and thereafter 100.000 %

3 unchanged sentences

At any time prior to June 15, 2026, the Company may also redeem up to 10 % of the aggregate principal amount at a redemption price equal to 103 % of the principal amount of the 2029 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date.

The table below depicts the redemption prices (expressed as percentages of the principal amount) of the

notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.

The table below depicts the redemption prices (expressed as percentages of the principal amount) of the notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.

Year Redemption Price

3 unchanged sentences

2030 Secured Notes

The Company may redeem the 2031 Secured Notes at any time before October 1, 2026 at a redemption price equal to 100 % of the principal amount thereof, plus a customary make whole premium for the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date.

Before October 1, 2026, the Company may redeem up to 40 % of the aggregate principal amount of the 2031 Secured Notes at a price equal to 107.375 % of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings.

At any time prior to October 1, 2026, the Company may also redeem up to 10 % of the aggregate principal amount at a redemption price equal to 103 % of the princip al amount of the 2031 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date.

The Company may redeem the 2030 Secured Notes at any time before April 15, 2027 at a redemption price equal to 100 % of the principal amount thereof, plus a customary make whole premium for the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date.

Before April 15, 2027, the Company may redeem up to 40 % of the aggregate principal amount of the 2029 Secured Notes at a price equal to 106.625 % of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings.

At any time prior to April 15, 2027, the Company may also redeem up to 10 % of the aggregate principal amount at a redemption price equal to 103 % of the principal amount of the 2030 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date.

Year Redemption Price

April 15, 2027 103.313 %

April 15, 2028 101.656 %

April 15, 2029 and thereafter 100.000 %

2031 Secured Notes

Year Redemption Price

October 1, 2026 103.688 %

6 unchanged sentences

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 2025 Secured Notes and 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 and the 2031 Secured Notes (other than certain permitted), the collateral securing the 2029 Secured Notes and the 2031 Secured Notes will be released and the 2029 Secured Notes and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions.

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), 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

1 unchanged sentence

At December 31, 2025 and December 31, 2024, obligations under the finance leases were $ 166.9 million and $ 143.8 million, respectively.

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of and for the year ended December 31, 2024.

NOTE 11 - Equity

Preferred Stock

WillScot's certificate of incorporation authorizes the issuance of 1,000,000 shares of Preferred Stock with a par value of $ 0.0001 per share.

As of December 31, 2024 and 2023, the Company had zero shares of Preferred Stock issued and outstanding.

WillScot's certificate of incorporation authorizes the issuance of 500,000,000 shares of Common Stock with a par value of $ 0.0001 per share.

The Company had 183,564,899 shares of Common Stock issued and outstanding as of December 31, 2024.

The outstanding shares of the Company's Common Stock are duly authorized, validly issued, fully paid and non-assessable.

In connection with stock compensation vesting and stock option exercises described in Note 16, and the warrant exercises described in Note 12 , the Company issued 731,210 , 549,272 and 3,847,905 shares of Common Stock during the years ended December 31, 2024, 2023 and 2022, respectively.

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 and equivalents.

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.

The Company may repurchase its shares in open market transactions or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion.

The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time.

The program is expected to be implemented over the course of several years and will be conducted subject to the covenants in the agreements governing indebtedness.

During the year ended December 31, 2024, the Company repurchased 7,133,446 shares of Common Stock for $ 270.4 million, excluding excise tax.

During the year ended December 31, 2023, the Company repurchased 18,533,819 shares of Common Stock and stock equivalents for $ 810.8 million, excluding excise tax.

As of December 31, 2024, $ 821.8 million of the authorization for future repurchases of our common stock remained available.

Accumulated Other Comprehen sive Loss

The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the years ended December 31, 2024, 2023 and 2022, were as follows:

(in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total

Balance at December 31, 2021 $ ( 25,574 ) $ ( 3,497 ) $ ( 29,071 )

Other comprehensive loss before reclassifications ( 44,548 ) ( 1,033 ) ( 45,581 )

Reclassifications from AOCI to income (a)

— 4,530 4,530

Balance at December 31, 2022 ( 70,122 ) — ( 70,122 )

Other comprehensive income before reclassifications 14,091 14,813 28,904

Reclassifications from AOCI to income (a)

— ( 11,550 ) ( 11,550 )

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

Other comprehensive (loss) income before reclassifications ( 24,689 ) 27,005 2,316

Reclassifications from AOCI to income (a)

— ( 20,175 ) ( 20,175 )

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

(a) For the years ended December 31, 2024, 2023 and 2022, $( 20.2 ) million, $( 11.6 ) million and $ 4.5 million, respectively, was reclassified from AOCI into the consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 14.

For the years ended December 31, 2024, 2023 and 2022, the Company recorded tax expense (benefit) of $ 5.0 million, $ 2.9 million and $( 1.1 ) million, respectively, associated with this reclassification.

NOTE 12 - Warrants

In connection with the acquisition of Modular Space Holdings, Inc.

("ModSpace") in 2018, the Company issued warrants to purchase approximately 10.0 million shares of its Common Stock (the "2018 Warrants") to former shareholders of ModSpace.

Each 2018 Warrant entitled the holder to purchase one share of Common Stock at an exercise price of $ 15.50 per share, subject to potential adjustment.

The 2018 Warrants expired on November 29, 2022.

The Company accounted for the 2018 Warrants as liabilities until June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled.

Subsequent to June 30, 2020, the 2018 Warrants were equity classified through their expiration in November 2022.

During the year ended December 31, 2022, 33,965 of the 2018 Warrants were repurchased for $ 0.6 million and cancelled.

In addition, during the year ended December 31, 2022, 4,011,665 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,590,940 shares of Common Stock.

The remaining 32,543 of the 2018 Warrants expired on November 29, 2022 .

Effect ive November 29, 2022, no 2018 Warrants were outstanding.

NOTE 13 – Income Taxes

The components of income tax expense from continuing operations for the years ended December 31, are comprised of the following:

(in thousands) 2024 2023 2022

Federal $ 29,518 $ — $ —

State 17,457 12,250 11,327

Foreign 6,823 7,382 6,204

Federal ( 23,990 ) 80,698 63,585

State ( 19,197 ) 27,276 8,917

Foreign ( 2,136 ) ( 1,031 ) ( 1,170 )

Total income tax expense from continuing operations $ 8,475 $ 126,575 $ 88,863

Income tax expense from continuing operations differed from the amount computed by applying the US statutory income tax rate of 21% to the income from continuing operations before income taxes as follows for the years ended December 31 :

(in thousands) 2024 2023 2022

Income from continuing operations before income tax

US $ 18,686 $ 444,557 $ 341,412

Foreign 17,918 23,862 23,792

Total income from continuing operations before income tax $ 36,604 $ 468,419 $ 365,204

US Federal statutory income tax expense $ 7,687 $ 98,368 $ 76,693

Effect of tax rates in foreign jurisdictions 1,175 1,434 1,085

State income tax expense, net of federal benefit 784 25,412 17,078

Valuation allowances 2,776 ( 815 ) ( 6,907 )

Non-deductible (non-taxable) items 677 775 1,147

Non-deductible executive compensation 1,813 2,014 1,258

Tax credits ( 6,988 ) ( 396 ) ( 161 )

Uncertain tax positions ( 791 ) ( 523 ) ( 804 )

Tax law changes (excluding valuation allowance) (a)

( 166 ) ( 50 ) ( 94 )

Other 1,508 356 ( 432 )

Income tax expense from continuing operations $ 8,475 $ 126,575 $ 88,863

Effective income tax rate 23.15 % 27.02 % 24.33 %

(a) Tax law changes primarily represent changes in tax law in foreign jurisdictions.

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as net operating losses and carryforwards.

Significa nt components of the Company’s deferred tax assets and liabilities as of December 31 are as follows:

(in thousands) 2024 2023

Deferred tax assets

Deferred interest expense $ 118,228 $ 116,982

Employee benefit plans 10,408 9,079

Accrued liabilities 5,011 5,996

Allowance for credit losses 25,828 21,964

Deferred revenue 60,907 57,494

Operating lease liability 66,925 61,849

Other 12,397 5,006

Tax loss carryforwards 75,312 99,676

Deferred tax assets, gross 375,016 378,046

Valuation allowance ( 4,206 ) ( 1,430 )

Net deferred income tax asset $ 370,810 $ 376,616

Deferred tax liabilities

Rental equipment and other property, plant and equipment $ ( 791,853 ) $ ( 808,873 )

Intangible assets ( 18,106 ) ( 60,358 )

Right of use asset ( 66,508 ) ( 61,653 )

Deferred tax liability ( 876,467 ) ( 930,884 )

Net deferred income tax liability $ ( 505,657 ) $ ( 554,268 )

The Company's valuation allowance increased by $ 2.8 million from 2023, related to capital loss generated from the McGrath termination fee that is not more likely than not realizable in certain states that do not allow capital loss carryback or carryforward.

Tax loss carryforwards as of December 31, 2024 are outlined in the table below and include US Federal and US state.

The availability of these tax losses to offset future income varies by jurisdiction.

Furthermore, the ability to utilize the tax losses may be subject to additional limitations upon the occurrence of certain events, such as a change in the ownership of the Company.

Some of the Company’s tax attributes are subject to annual limitations due to historical changes in ownership from acquisitions, mergers or other related ownership shift events;

however, the Company anticipates that our remaining available net operating losses will be consumed prior to their expiration.

The Company’s tax loss carryforwards are as follows at December 31, 2024:

(in thousands) Loss

Carryforward Deferred Tax Expiration

Jurisdiction:

US - Federal $ 105,115 $ 22,074 2031, Indefinite

US - Capital Loss 180,000 44,742 2029

US - State 190,330 8,496 2025 – 2043, Indefinite

Total $ 475,445 $ 75,312

As of December 31, 2024, the total amount of the basis difference in investments outside the US, which are indefinitely reinvested and for which deferred taxes have not been provided, is approximately $ 162.0 million .

The tax, if any, associated with the recovery of the basis difference is dependent on the manner in which it is recovered and is not readily determinable.

Unrecognized Tax Positions

The Company is subject to taxation in US, Canada, Mexico, India, and state jurisdictions.

The Company’s tax returns are subject to examination by the applicable tax authorities prior to the expiration of statute of limitations for assessing additional taxes, which generally ranges from two to five years after the end of the applicable tax year.

As of December 31, 2024, generally, tax years for 2018 through 2023 remain subject to examination by the tax authorities.

In addition, in certain taxing jurisdictions, in the case of carryover tax attributes to years open for assessment, such attributes may be subject to reduction by taxing authorities.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(in thousands) 2024 2023 2022

Unrecognized tax benefits – January 1, $ 43,134 $ 43,627 $ 44,314

Decrease from expiration of statute of limitations (a)

( 16,624 ) ( 493 ) ( 687 )

Unrecognized tax benefits – December 31, $ 26,510 $ 43,134 $ 43,627

(a) Includes $ 15.8 of presentational adjustments with no effect on amounts presented in the consolidated balance sheet or the annual effective tax rate for the year ended December 31, 2024.

At December 31, 2024 there were $ 25.8 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

The Company classifies interest on tax deficiencies and income tax penalties within income tax expense.

During the years ended December 31, 2024, 2023, and 2022, the Company recognized approximately $( 0.2 ) million, $ 0.0 million, and $( 0.1 ) million in interest, respectively.

The Company accrued approximately $ 0.2 million and $ 0.4 million for the payment of interest at December 31, 2024 and 2023, respectively.

Future tax settlements or statute of limitation expirations could result in a change to the Company’s uncertain tax positions.

As of December 31, 2024, the Company believes that it is reasonably possible that approximately $ 0.2 million of unrecognized tax benefits could decrease in the next twelve months as a result of the expiration of statutes of limitation, audit settlements or resolution of tax uncertainties.

Covenant Compliance

The Company was in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of December 31, 2025.

NOTE 12 - Derivatives

2 unchanged sentences

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.

The swap agreements terminate on June 30, 2027.

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 Company’s ABL Facility.

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 terminate on June 30, 2027.

In 2018, the Company entered into an interest rate swap agreement with a financial counterparty relating to $ 400.0 million in aggregate notional amount of variable-rate debt under the ABL Facility.

Under the terms of the agreement, the Company received a floating rate equal to one-month LIBOR and made payments based on a fixed interest rate of 3.06 % on the notional amount.

The swap agreement terminated on May 29, 2022.

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.

At December 31, 2024, the floating rate that the Company received under the terms of these swap agreements was 4.34 % for the swap agreements entered in January 2023 and 4.38 % for the swap agreements entered in January 2024.

The swap agreements terminate on June 30, 2027.

The floating rate that the Company received under the terms of these swap agreements was 3.73 % at December 31, 2025.

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

1 unchanged sentence

Cash Flow Hedges:

Interest rate swap Prepaid expenses and other current assets $ 6,990 $ 9,145

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

Interest rate swap Other non-current liabilities $ — $ ( 4,595 )

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, 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 statement of operations for the years ended December 31:

(in thousands) 2024 2023 2022

Gain recognized in OCI $ 29,256 $ 15,901 $ 4,669

Location of gain (loss) recognized in income Interest expense, net Interest expense, net Interest expense, net

(Gain) loss reclassified from AOCI into income $ ( 20,175 ) $ ( 11,550 ) $ 4,530

Over the next twelve months, the Company expects to reclassify $ 6.8 million, net of tax, from accumulated other comprehensive income into the consolidated statement of operations within interest expense related to the interest rate swaps.

Foreign Currency Contract

In December 2022, the Company executed a contingent forward contract to sell £ 330.0 million upon the closing of the sale of the former UK Storage Solutions segment at a price ranging from 1.20550 to 1.20440 USD to British Pounds Sterling.

The price was dependent upon the date of the closing of the sale.

This contract, which was to expire on September 11, 2023, mitigated the foreign currency risk of the USD relative to the British Pound Sterling prior to the closing of the sale of the former UK Storage Solutions segment.

This contract did not qualify for hedge accounting and was revalued at fair value at the reporting date with unrealized gains and losses reflected in the Company's results of operations.

Upon the closing of the sale of the UK Storage Solutions segment on January 31, 2023, the Company settled the contingent forward contract and received cash at an exchange rate of 1.205 USD to British Pounds Sterling.

The following table discloses the impact of the foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the years ended December 31:

Interest rate swaps Prepaid expenses and other current assets $ 24 $ 6,990

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

Interest rate swaps Accrued expenses $ ( 1,862 ) $ —

Interest rate swaps Other non-current liabilities $ ( 2,726 ) $ —

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 13), 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”), accumulated other comprehensive loss ("AOCI"), and the Company’s consolidated statements of operations for the years ended December 31:

(in thousands) 2025 2024 2023

Loss recognized in income $ 7,715 $ 930

Location of loss recognized in income Currency losses, net Currency losses, net

(Loss) gain recognized in OCI $ ( 9,207 ) $ 29,256 $ 15,901

Location of gain recognized in income Interest expense, net Interest expense, net Interest expense, net

Gain reclassified from AOCI into income $ 8,813 $ 20,175 $ 11,550

Over the next twelve months, the Company expects to reclassify $ 13.5 million, net of tax, from accumulated other comprehensive loss into the consolidated statement of operations within interest expense, net related to the interest rate swaps.

NOTE 13 - Fair Value Measures

8 unchanged sentences

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 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes are based on their last trading price at the end of each period obtained from a third party.

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:

5 unchanged sentences

2030 Secured Notes 494,180 517,465 — —

2031 Secured Notes 445,342 470,304 494,329 514,310

Total $ 1,930,043 $ 2,002,864 $ 2,007,661 $ 2,024,984

As of December 31, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes included $ 1.2 million, $ 4.4 million, $ 7.5 million, and $ 5.7 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

As of December 31, 2023, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured notes included $ 3.8 million, $ 5.5 million, and $ 6.3 million, respectively, of unamortized debt issuance costs which were presented as a direct reduction of the corresponding liability.

The loca tion and the fair value of derivative assets and liabilities in the consolidated balance sheet are disclosed in Note 14.

As of December 31, 2025, the carrying values of the 2028 Secured Notes, the 2029 Secured Notes, the 2030 Secured Notes, and the 2031 Secured Notes included $ 3.3 million, $ 6.2 million, $ 5.8 million, and $ 4.7 million, respectively, of unamortized debt issuance costs, which were presented as 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 reductions of the corresponding liabilities.

The loca tion and the fair value of derivative assets and liabilities in the consolidated balance sheets are disclosed in Note 12.

NOTE 14 - Commitments and Contingencies

Legal Proceedings

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 December 31, 2025, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company's consolidated financial position, results of operations, or cash flows.

However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

Purchase Commitments

In November 2024, the Company entered into a fixed-dollar unconditional purchase obligation with a supplier to purchase $ 20.0 million of rental equipment at any time prior to November 2027.

As of December 31, 2025, the remaining purchase obligation related to this agreement was $ 6.6 million.

The Company had no other material outstanding purchase obligations as of December 31, 2025.

NOTE 15 - Equity

Preferred Stock

WillScot's certificate of incorporation authorizes the issuance of 1,000,000 shares of Preferred Stock with a par value of $ 0.0001 per share.

As of December 31, 2025 and 2024, the Company had no shares of Preferred Stock issued and outstanding.

WillScot's certificate of incorporation authorizes the issuance of 500,000,000 shares of Common Stock with a par value of $ 0.0001 per share.

The Company had 181,184,438 shares of Common Stock issued and outstanding as of December 31, 2025.

The outstanding shares of the Company's Common Stock are duly authorized, validly issued, fully paid and non-assessable.

In connection with stock compensation vesting and stock option exercises described in Note 16, the Company issued 1,544,385 , 731,210 and 549,272 shares of Common Stock during the years ended December 31, 2025, 2024 and 2023, respectively.

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.

For the year ended December 31, 2025, the Board of Directors declared quarterly dividends of $ 0.07 per share, totaling $ 51.7 million.

Dividends paid were $ 51.1 million for the year ended December 31, 2025.

Stock Repurchase Program

In September 2024, the Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to $ 1.0 billion of its outstanding shares of Common Stock.

The Company may repurchase its shares in open-market transactions or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion.

The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time and remains subject to the discretion of the Board of Directors.

The program is expected to be implemented over the course of several years and will be conducted subject to the covenants in the ABL Facility and the indentures governing the Secured Notes.

During the year ended December 31, 2025, 2024, and 2023, respectively, the Company repurchased 3,924,846 , 7,133,446 , and 18,533,819 shares of Common Stock for $ 97.5 million, $ 270.4 million, and $ 810.8 million, excluding excise tax.

As of December 31, 2025, $ 724.3 million of the authorization for future repurchases of Common Stock remained available.

Accumulated Other Comprehen sive Loss

The changes in AOCI, net of tax, for the years ended December 31, 2025, 2024 and 2023, were as follows:

(in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total

Balance at December 31, 2022 $ ( 70,122 ) $ — $ ( 70,122 )

Other comprehensive income before reclassifications 14,091 14,813 28,904

Reclassifications from AOCI to income (a)

— ( 11,550 ) ( 11,550 )

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

Other comprehensive (loss) income before reclassifications ( 24,689 ) 27,005 2,316

Reclassifications from AOCI to income (a)

— ( 20,175 ) ( 20,175 )

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

Other comprehensive income (loss) before reclassifications 14,716 ( 4,729 ) 9,987

Reclassifications from AOCI to income (a)

— ( 8,813 ) ( 8,813 )

Balance at December 31, 2025 $ ( 66,004 ) $ ( 3,449 ) $ ( 69,453 )

(a) For the years ended December 31, 2025, 2024, and 2023, $ 8.8 million, $ 20.2 million, and $ 11.6 million, respectively, was reclassified from AOCI into the consolidated statements of operations within interest expense, net related to the interest rate swaps discussed in Note 12.

For the years ended December 31, 2025, 2024, and 2023, the Company recorded tax expense of $ 2.2 million, $ 5.0 million, and $ 2.9 million, respectively, associated with this reclassification.

NOTE 16 - Stock-Based Compensation

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Forfeited ( 37,451 ) $ 47.52

Vested ( 313,152 ) $ 16.45

( 293,934 ) $ 16.34

Balance December 31, 2023 1,939,691 $ 42.95

1 unchanged sentence

Forfeited ( 62,074 ) $ 63.46

Vested ( 293,934 ) $ 16.34

( 404,990 ) $ 39.30

Balance December 31, 2024 1,768,460 $ 47.02

1 unchanged sentence

Forfeited ( 52,781 ) $ 55.24

Vested ( 404,990 ) $ 39.30

( 932,958 ) $ 38.35

Balance December 31, 2025 1,188,986 $ 52.49

(a) The Performance-Based RSUs vested at a weighted average of 84 % of target, or 782,083 shares, 191 % of target, or 773,115 shares, and 150 % of target, or 440,904 shares, during the years ended December 31, 2025, 2024, and 2023, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $ 23.3 million, $ 24.5 million, and $ 24.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.

At December 31, 2024, unrecognized compensation cost related to Performance-Based RSUs totaled $ 25.3 million and was expected to be recognized over the remaining weighted average vesting period of 1.0 year.

At December 31, 2025, unrecognized compensation cost related to Performance-Based RSUs totaled $ 14.2 million and was expected to be recognized over the remaining weighted average vesting period of one year .

The total fair value of Performance-Based RSU's vested in 2025, 2024, and 2023 was $ 21.4 million, $ 36.3 million, and $ 15.0 million, respectively.

9 unchanged sentences

Balance at December 31, 2024 534,188 $ 13.60 814,889 $ 12.77

Forfeited — $ — ( 2 ) $ 13.54

Granted 220,000 $ 23.39 — $ —

Exercised — $ — ( 804,003 ) $ 12.77

4 unchanged sentences

This occurs by netting the option costs in shares from the shares exercised.

No options were granted in the years ended December 31, 2024, 2023, and 2022 .

At December 31, 2024, the intrinsic value of both stock options outstanding and stock options fully vested and currently exercisable was $ 27.5 million.

At December 31, 2024, the weighted-average remaining contractual term of options outstanding was 3.2 years for WillScot options and 2.9 years for converted Mobile Mini options.

The Company granted 220,000 stock options in the year ended December 31, 2025.

No stock options were granted in the years ended December 31, 2024 and 2023 .

At December 31, 2025, the intrinsic value of stock options outstanding was $ 1.9 million, and the intrinsic value of stock options fully vested and exercisable was $ 2.9 million.

At December 31, 2025, the weighted-average remaining contractual term of options fully vested and exercisable was 2.2 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 4.4 years.

The total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 12.0 million, $ 0.4 million, and $ 1.1 million , respectively.

Com pensation expense for stock option awards, recognized in SG&A expense in the consolidated statements of operations, was $ 0.2 million for the year ended December 31, 2022 .

At December 31, 2022, all compensation cost related to stock option awards had been recognized.

NOTE 17 - Commitments and Contingencies

Legal Proceedings

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 December 31, 2024, 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 consolidated financial position, results of operations, or cash flows.

However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

Purchase Commitments

In November 2024, the Company entered into a fixed-dollar unconditional purchase obligation with a supplier for rental equipment.

Under the terms of the agreement, the Company is obligated to purchase $ 20.0 million of rental equipment at any time prior to November 2027.

The Company has no other material outstanding purchase obligations as of December 31, 2024.

Compensation expense for stock options recognized in SG&A expense in the consolidated statement of operations was $ 0.8 million for the year ended December 31, 2025.

At December 31, 2025, unrecognized compensation cost related to stock options totaled $ 2.0 million and was expected to be recognized over the remaining weighted average vesting period of 2.1 years.

The fair value of each stock option award granted during the year ended December 31, 2025 was estimated on the grant date using the Black-Scholes option-pricing model.

The assumptions are listed in the table below.

Expected volatility 45 % - 46 %

Expected dividend 1.20 %

Risk-free rate 3.69 % - 3.76 %

Expected term (in years) 5.75 - 6.00

Exercise price $ 23.39

Weighted-average grant date fair value $ 10.28

NOTE 17 – Income Taxes

The components of income tax expense from continuing operations for the years ended December 31, were comprised of the following:

(in thousands) 2025 2024 2023

Federal $ ( 8,660 ) $ 29,518 $ —

State 7,985 17,457 12,250

Foreign 5,257 6,823 7,382

Federal 6,192 ( 23,990 ) 80,698

State ( 5,829 ) ( 19,197 ) 27,276

Foreign ( 7,376 ) ( 2,136 ) ( 1,031 )

Total income tax (benefit) expense from continuing operations $ ( 2,431 ) $ 8,475 $ 126,575

(in thousands) Amount Percent

Loss from continuing operations before income tax

US $ ( 45,819 )

Foreign ( 9,602 )

Total loss from continuing operations before income tax $ ( 55,421 )

Provision for income taxes at U.S.

federal statutory rate $ ( 11,638 ) 21.0 %

State and Local income taxes, net of federal benefit (a)

1,359 ( 2.5 ) %

Foreign rate effects ( 103 ) 0.2 %

Investment Tax Credits ( 1,692 ) 3.1 %

Nontaxable or nondeductible items

Non-deductible compensation 5,418 ( 9.8 ) %

Stock compensation shortfall 1,731 ( 3.1 ) %

Other 1,052 ( 1.9 ) %

Changes in unrecognized tax benefits.

341 ( 0.6 ) %

Other 1,101 ( 2.0 ) %

Effective Tax Rate $ ( 2,431 ) 4.4 %

( a) The State of Texas contributes to the majority (greater than 50%) of the tax effect in this category.

(in thousands) 2024 2023

Income from continuing operations before income tax

US $ 18,686 $ 444,557

Foreign 17,918 23,862

Total income from continuing operations before income tax $ 36,604 $ 468,419

US Federal statutory income tax expense $ 7,687 $ 98,368

Effect of tax rates in foreign jurisdictions 1,175 1,434

State income tax expense, net of federal benefit 784 25,412

Valuation allowances 2,776 ( 815 )

Non-deductible (non-taxable) items 677 775

Non-deductible executive compensation 1,813 2,014

Tax credits ( 6,988 ) ( 396 )

Uncertain tax positions ( 791 ) ( 523 )

Tax law changes (excluding valuation allowance) (a)

( 166 ) ( 50 )

Other 1,508 356

Income tax expense from continuing operations $ 8,475 $ 126,575

Effective income tax rate 23.15 % 27.02 %

(a) Tax law changes primarily represent changes in tax law in foreign jurisdictions.

The amounts of cash taxes paid by the Company in the year ended December 31, 2025 are as follows:

(in thousands) 2025

State and Local

California 2,113

Total State and Local 11,100

Total Foreign 5,213

Income taxes paid, net of amounts refunded $ 16,313

Deferred Income Taxes

Significa nt components of the Company’s deferred tax assets and liabilities as of December 31 were as follows:

(in thousands) 2025 2024

Deferred tax assets

Deferred interest expense $ 108,629 $ 118,228

Employee benefit plans 7,999 10,408

Accrued liabilities 5,128 5,011

Allowance for credit losses 15,885 25,828

Deferred revenue 59,999 60,907

Operating lease liability 78,275 66,925

Other 10,613 12,397

Tax loss carryforwards 49,515 75,312

Deferred tax assets, gross 336,043 375,016

Valuation allowance ( 4,235 ) ( 4,206 )

Net deferred income tax asset 331,808 370,810

Deferred tax liabilities

Rental equipment and other property, plant and equipment ( 734,548 ) ( 791,853 )

Intangible assets ( 11,495 ) ( 18,106 )

Right of use asset ( 77,478 ) ( 66,508 )

Deferred tax liability ( 823,521 ) ( 876,467 )

Net deferred income tax liability $ ( 491,713 ) $ ( 505,657 )

Tax loss carryforwards as of December 31, 2025 are outlined in the table below and include US Federal and US state activity.

The availability of these tax losses to offset future income varies by jurisdiction.

Furthermore, the ability to utilize the tax losses may be subject to additional limitations upon the occurrence of certain events, such as a change in the ownership of the Company.

Some of the Company’s tax attributes are subject to annual limitations due to historical changes in ownership from acquisitions, mergers or other related ownership shift events;

however, the Company anticipates that our remaining available net operating losses will be consumed prior to their expiration.

The Company’s tax loss carryforwards are as follows at December 31, 2025:

(in thousands) Loss

Carryforward Deferred Tax Expiration

Jurisdiction:

US - Federal $ 180,825 $ 38,102 2031, Indefinite

US - State capital loss 50,078 2,868 2029

US - State 187,047 8,545 2026 – 2044, Indefinite

Total $ 417,950 $ 49,515

As of December 31, 2025 , the undistributed earnings of foreign subsidiaries continue to be indefinitely reinvested, and deferred taxes have not been provided.

Unrecognized Tax Positions

The Company is subject to taxation in US, Canada, Mexico, India, and state jurisdictions.

As of December 31, 2025, generally, tax years for 2019 through 2024 remain subject to examination by the tax authorities.

In addition, in certain taxing jurisdictions, in the case of carryover tax attributes to years open for assessment, such attributes may be subject to reduction by taxing authorities.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(in thousands) 2025 2024 2023

Unrecognized tax benefits – January 1, $ 26,510 $ 43,134 $ 43,627

Increases based on tax positions related to current period 474 — —

Decrease from expiration of statute of limitations (a)

( 133 ) ( 16,624 ) ( 493 )

Unrecognized tax benefits – December 31, $ 26,851 $ 26,510 $ 43,134

(a) Includes $ 15.8 of presentational adjustments with no effect on amounts presented in the consolidated balance sheet or the annual effective tax rate for the year ended December 31, 2024.

At December 31, 2025 there were $ 26.1 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

The Company classifies interest on tax deficiencies and income tax penalties within income tax expense.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized approximately $ 0.5 million, $( 0.2 ) million, and $ 0.0 million in interest, respectively.

The Company accrued approximately $ 0.7 million and $ 0.2 million for the payment of interest at December 31, 2025 and 2024, respectively.

NOTE 18 - Segment Reporting

In January 2024, the Company completed the unification of its go-to market structure by integrating its modular and storage divisions under a single leadership team organized by geography, achieving local product unification within each metropolitan statistical area and the ability to consistently deliver its portfolio of solutions to its entire customer base.

In connection with this change in operating model, the Company realigned the composition of its operating and reportable segments to reflect how its Chief Operating Decision Maker ("CODM") reviews financial information to allocate resources to and assess performance of the segments.

As a result, the Company concluded that its two operating segments (US and Other North America) are aggregated into one reportable segment as the operating segments share similar economic characteristics (e.g., comparable gross margins and comparable adjusted earnings before interest, taxes, depreciation and amortization margins) and similar qualitative characteristics as the operating segments offer similar products and services to similar customers, use similar methods to distribute products and are subject to similar competitive risks.

All historical financial segment information has been recast to conform to this new presentation.

The Company's CODM is the Chief Executive Officer ("CEO"), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company.

The Company's two operating segments (US and Other North America) are aggregated into one reportable segment as the operating segments share similar economic characteristics (e.g., comparable gross margins and comparable adjusted earnings before interest, taxes, depreciation and amortization margins) and similar qualitative characteristics as the operating segments offer similar products and services to similar customers, use similar methods to distribute products and are subject to similar competitive risks.

The Company's Chief Operating Decision Maker ("CODM") is the Chief Executive Officer ("CEO"), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company.

Refer to Note 5 for revenue by geographic area and revenue by major product and service lines.

8 unchanged sentences

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

The following tables set forth certain information regarding significant expense categories fo r the years ended December 31, 2024, 2023, and 2022, respectively.

The following table sets forth certain information regarding significant expense categories fo r the years ended December 31, 2025, 2024, and 2023, respectively.

Year Ended December 31,

23 unchanged sentences

(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, bonus, commissions, payroll taxes, and employee benefits.

(b) Employee SG&A expense consists of salaries and wages, bonuses, commissions, payroll taxes, and employee benefits.

(c) Other segment items consist of service agreements and professional fees, real estate and occupancy costs, travel, bad debt expense, marketing and advertising, taxes, and other miscellaneous expenses.

The following tables present a reconciliation of the Company’s Income from continuing operations to Adjusted EBITDA for the years ended December 31, 2024, 2023, and 2022, respectively:

The following tables present a reconciliation of the Company’s (Loss) income from continuing operations to Adjusted EBITDA for the years ended December 31, 2025, 2024, and 2023, respectively:

Year Ended December 31,

(in thousands) 2025 2024 2023

Income from continuing operations $ 28,129 $ 341,844 $ 276,341

Income tax expense from continuing operations 8,475 126,575 88,863

(Loss) income from continuing operations $ ( 52,990 ) $ 28,129 $ 341,844

Income tax (benefit) expense from continuing operations ( 2,431 ) 8,475 126,575

Depreciation and amortization 430,021 384,972 338,654

Interest expense, net 227,311 205,040 146,278

Impairment loss on intangible asset 132,540 — —

Restructuring costs, lease impairment expense and other related charges 302,804 9,435 22

Currency losses, net 593 6,754 886

Transaction costs 651 2,259 25

Integration costs 7,521 10,366 15,484

Impairment loss on long-lived asset 374 — —

Interest expense, net 231,511 227,311 205,040

Loss on extinguishment of debt 5,364 — —

Stock compensation expense 38,426 35,966 34,486

Integration and transaction costs 3,103 8,172 12,625

Currency losses, net 210 593 6,754

Termination fee — 180,000 —

Impairment loss on intangible asset — 132,540 —

Impairment loss on long-lived asset — 374 —

15,021 47,193 ( 4,535 )

Adjusted EBITDA from continuing operations $ 1,063,160 $ 1,061,465 $ 883,874

(a) Includes $ 42.4 million in legal and professional fees related to the terminated McGrath transaction for the year ended December 31, 2024.

NOTE 19 - Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income attributable to WillScot common shareholders by the weighted average number of shares of Common Stock outstanding during the period.

The shares of Common Stock issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options or redemption of warrants are included in EPS based on the weighted average number of days in which they were outstanding during the period.

Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that could occur if dilutive securities were exercised.

Adjusted EBITDA $ 971,039 $ 1,063,160 $ 1,061,465

(a) For the year ended December 31, 2025, other included $ 5.1 million in non-equity executive transition costs and $ 3.8 million in costs to implement the Company's real estate exit initiatives prior to approval of the Network Optimization Plan.

For the year ended December 31, 2024, other included $ 42.4 million in legal and professional fees related to the terminated merger with McGrath.

NOTE 19 - (Loss) Earnings Per Share

Basic (loss) earnings per share (“EPS”) is calculated by dividing net (loss) income attributable to WillScot common shareholders by the weighted average number of shares of Common Stock outstanding during the period.

The shares of Common Stock issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options are included in EPS based on the weighted average number of days in which they were outstanding during the period.

Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that could occur if dilutive securities were exercised as determined by using the treasury stock method.

Effects of potentially dilutive securities are present ed only in periods in which they are dilutive.

The following table reconciles income from continuing operations attributable to WillScot common shareholders to net income attributable to common shareholders for the dilutive EPS calculation and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation for the years ended December 31:

The following table reconciles (loss) income from continuing operations attributable to WillScot common shareholders to net (loss) income attributable to common shareholders for the dilutive EPS calculation and 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 for the years ended December 31:

(in thousands) 2025 2024 2023

Income from continuing operations $ 28,129 $ 341,844 $ 276,341

(Loss) income from continuing operations $ ( 52,990 ) $ 28,129 $ 341,844

Income from discontinued operations — — 134,613

Net income $ 28,129 $ 476,457 $ 339,540

Net (loss) income $ ( 52,990 ) $ 28,129 $ 476,457

Weighted average Common Shares outstanding - basic 182,394 188,102 198,555

Dilutive effect of outstanding securities:

Warrants — — 1,605

RSAs 15 15 18

Time-Based RSUs — 152 274

6 unchanged sentences

Performance-based RSUs 1,189 645 277

Note 20 - Restructuring

In June 2024, the Company implemented a cost-reduction plan for certain centralized and redundant resources to be completed within a one-year period.

During the year ended December 31, 2024, restructuring costs incurred under this plan included employee termination costs of $ 8.6 million.

The following is a summary of the activity in the Company’s restructuring accruals for the year ended December 31, 2024:

Year Ended December 31,

(in thousands) 2024

Beginning balance $ —

Charges 8,559

Cash payments ( 7,572 )

Foreign currency translation ( 34 )

Ending balance $ 953

NOTE 21 - Subsequent Events

On February 18, 2025, the Company's Board of Directors approved a quarterly dividend program.

Under the program, subject to quarterly approval and declaration by the Board of Directors, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month.

The Board of Directors has declared a quarterly dividend of $ 0.07 per share, payable on March 19, 2025 to stockholders of record as of the close of business on March 5, 2025.

Stock Options 765 — —

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data