WillScot Holdings Corp 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of WillScot Holdings Corporation Opinion on the 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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 19, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 49 Allowance for Credit Losses Description of the Matter As described in Note 1 to the consolidated financial statements, the Company maintains an allowance for credit losses on trade receivables. At December 31, 2025, the allowance for credit losses was $61.8 million. 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 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 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 We have served as the Company’s auditor since 2017. Baltimore, Maryland February 19, 2026 50 WillScot Holdings Corporation Consolidated Balance Sheets (in thousands, except share data) December 31, 2025 2024 Assets Cash and cash equivalents $ 14,587 $ 9,001 Trade receivables, net of allowance for credit losses at December 31, 2025 and December 31, 2024 of $ 61,755 and $ 101,693 , respectively 394,708 430,381 Inventories 45,560 47,473 Prepaid expenses 27,709 47,410 Other current assets 41,328 20,341 Assets held for sale 1,159 2,904 Total current assets 525,051 557,510 Rental equipment, net 3,093,321 3,377,939 Property, plant and equipment, net 390,220 363,073 Operating lease assets 310,662 266,761 Goodwill 1,257,612 1,201,353 Intangible assets, net 224,088 251,164 Other non-current assets 15,213 17,111 Total long-term assets 5,291,116 5,477,401 Total assets $ 5,816,167 $ 6,034,911 Liabilities and equity Accounts payable $ 109,864 $ 96,597 Accrued expenses 125,896 121,583 Accrued employee benefits 36,176 25,062 Deferred revenue and customer deposits 237,322 250,790 Operating lease liabilities - current 70,752 66,378 Current portion of long-term debt 31,094 24,598 Total current liabilities 611,104 585,008 Long-term debt 3,557,074 3,683,502 Deferred tax liabilities 492,332 505,913 Operating lease liabilities – non-current 241,933 200,875 Other non-current liabilities 57,470 41,020 Long-term liabilities 4,348,809 4,431,310 Total liabilities 4,959,913 5,016,318 Preferred Stock: $ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at December 31, 2025 and 2024 — — Common Stock: $ 0.0001 par, 500,000,000 shares authorized and 181,184,438 and 183,564,899 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively 19 19 Additional paid-in-capital 1,725,642 1,836,165 Accumulated other comprehensive loss ( 69,453 ) ( 70,627 ) Accumulated deficit ( 799,954 ) ( 746,964 ) Total shareholders' equity 856,254 1,018,593 Total liabilities and shareholders' equity $ 5,816,167 $ 6,034,911 The accompanying notes are an integral part of these consolidated financial statements. 51 WillScot Holdings Corporation Consolidated Statements of Operations (in thousands, except share and per share data) Years Ended December 31, 2025 2024 2023 Revenues: Leasing and services revenue: Leasing $ 1,749,023 $ 1,839,875 $ 1,833,935 Delivery and installation 388,887 418,881 437,179 Sales revenue: New units 77,941 74,499 48,129 Rental units 65,595 62,463 45,524 Total revenues 2,281,446 2,395,718 2,364,767 Costs: Costs of leasing and services: Leasing 371,603 385,078 398,467 Delivery and installation 323,403 328,880 317,117 Costs of sales: New units 53,164 45,554 26,439 Rental units 35,720 32,224 23,141 Depreciation of rental equipment 333,970 302,143 265,733 Gross profit 1,163,586 1,301,839 1,333,870 Other operating expenses: Selling, general and administrative 581,762 630,705 596,090 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 — Currency losses, net 210 593 6,754 Other expense (income), net 1,929 2,698 ( 15,354 ) Operating income 181,454 263,915 673,459 Interest expense, net 231,511 227,311 205,040 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: Income from discontinued operations before income tax — — 4,003 Gain on sale of discontinued operations — — 176,078 Income tax expense from discontinued operations — — 45,468 Income from discontinued operations — — 134,613 Net (loss) income $ ( 52,990 ) $ 28,129 $ 476,457 (Loss) earnings per share from continuing operations: Basic $ ( 0.29 ) $ 0.15 $ 1.72 Diluted $ ( 0.29 ) $ 0.15 $ 1.69 Earnings per share from discontinued operations: Basic $ — $ — $ 0.68 Diluted $ — $ — $ 0.67 (Loss) earnings per share: Basic $ ( 0.29 ) $ 0.15 $ 2.40 Diluted $ ( 0.29 ) $ 0.15 $ 2.36 Weighted average shares outstanding: Basic 182,394,306 188,101,693 198,554,885 Diluted 182,394,306 190,292,256 201,849,836 The accompanying notes are an integral part of these consolidated financial statements. 52 WillScot Holdings Corporation Consolidated Statements of Comprehensive (Loss) Income (in thousands) Years Ended December 31, 2025 2024 2023 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 (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 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. 53 WillScot Holdings Corporation Consolidated Statements of Changes in Equity (in thousands) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity Shares Amount Balance at December 31, 2022 207,952 $ 21 $ 2,886,951 $ ( 70,122 ) $ ( 1,251,550 ) $ 1,565,300 Net income — — — — 476,457 476,457 Other comprehensive income — — — 17,354 — 17,354 Common stock-based award activity 514 — 34,486 — — 34,486 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 ) Balance at December 31, 2023 189,967 20 2,089,091 ( 52,768 ) ( 775,093 ) 1,261,250 Net income — — — — 28,129 28,129 Other comprehensive loss — — — ( 17,859 ) — ( 17,859 ) Common stock-based award activity 717 — 35,966 — — 35,966 Repurchase and cancellation of Common Stock ( 7,133 ) ( 1 ) ( 272,727 ) — — ( 272,728 ) Issuance of Common Stock from the exercise of options 14 — 253 — — 253 Withholding taxes on net share settlement of stock-based compensation — — ( 16,418 ) — — ( 16,418 ) Balance at December 31, 2024 183,565 19 1,836,165 ( 70,627 ) ( 746,964 ) 1,018,593 Net loss — — — — ( 52,990 ) ( 52,990 ) Other comprehensive income — — — 1,174 — 1,174 Common stock-based award activity 740 — 38,426 — — 38,426 Repurchase and cancellation of Common Stock ( 3,925 ) — ( 98,040 ) — — ( 98,040 ) Issuance of Common Stock from the exercise of options 804 — 10,266 — — 10,266 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 The accompanying notes are an integral part of these consolidated financial statements. 54 WillScot Holdings Corporation Consolidated Statements of Cash Flows (in thousands) Years Ended December 31, 2025 2024 2023 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 Gain on sale of discontinued operations — — ( 176,078 ) Impairment loss on intangible asset — 132,540 — Gain on sale of rental equipment and other property, plant and equipment ( 28,218 ) ( 27,087 ) ( 32,724 ) 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 Deferred income tax (benefit) expense ( 7,014 ) ( 45,323 ) 141,641 Loss on settlement of foreign currency forward contract — — 7,715 Unrealized currency losses (gains), net 206 ( 56 ) ( 1,374 ) Other 3,519 4,621 3,413 Changes in operating assets and liabilities Trade receivables ( 19,251 ) ( 34,519 ) ( 76,357 ) Inventories 1,862 ( 529 ) ( 3,276 ) Prepaid expenses and other assets ( 10,629 ) ( 12,132 ) ( 18,310 ) Operating lease assets and liabilities 1,416 939 1,045 Accounts payable and other accrued expenses 42,565 ( 1,272 ) ( 14,836 ) Deferred revenue and customer deposits ( 15,846 ) 27,387 19,923 Net cash provided by operating activities 761,985 561,644 761,240 Investing activities: Acquisitions, net of cash acquired ( 144,698 ) ( 121,221 ) ( 561,629 ) Purchase of rental equipment and refurbishments ( 317,685 ) ( 280,857 ) ( 226,976 ) Proceeds from sale of rental equipment 65,868 63,997 51,290 Purchase of property, plant and equipment ( 24,331 ) ( 18,435 ) ( 22,237 ) Proceeds from sale of property, plant and equipment 2,944 1,867 13,272 Purchases of investments ( 806 ) ( 7,699 ) — Maturities of marketable securities 1,235 — — Proceeds from sale of discontinued operations — — 403,992 Payment for settlement of foreign currency forward contract — — ( 7,715 ) Net cash used in investing activities ( 417,473 ) ( 362,348 ) ( 350,003 ) Financing activities: Receipts from borrowings 1,185,952 1,317,156 1,911,230 Repayment of borrowings ( 1,331,968 ) ( 1,195,932 ) ( 1,475,219 ) Payment of financing costs ( 16,500 ) ( 7,945 ) ( 6,457 ) Payments on finance lease obligations ( 27,332 ) ( 19,429 ) ( 16,634 ) Receipts from issuance of Common Stock from the exercise of options 10,266 253 498 Repurchase and cancellation of Common Stock ( 99,862 ) ( 278,269 ) ( 818,182 ) 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 ) Effect of exchange rate changes on cash and cash equivalents 1,599 ( 1,134 ) 882 55 Net change in cash and cash equivalents 5,586 ( 1,957 ) ( 6,816 ) Cash and cash equivalents at the beginning of the period 9,001 10,958 17,774 Cash and cash equivalents at the end of the period $ 14,587 $ 9,001 $ 10,958 Supplemental cash flow information: Interest paid, net $ 216,579 $ 216,151 $ 184,863 Income taxes paid, net $ 16,313 $ 45,580 $ 32,949 Capital expenditures accrued or payable $ 16,639 $ 20,126 $ 19,557 The accompanying notes are an integral part of these consolidated financial statements. 56 WillScot Holdings Corporation Notes to the Consolidated Financial Statements NOTE 1 - Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Holdings Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative and flexible turnkey space solutions in the United States (“US”), Canada and Mexico. The Company leases, sells, delivers and installs modular space solutions and portable storage products through an integrated network of branch locations that spans North America. Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”). The consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as WillScot. All intercompany balances and transactions are eliminated in consolidation. 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 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. Trade Receivables and Allowance for Credit Losses The Company is exposed to credit losses from trade receivables. The Company assesses each customer’s ability to pay for the products it leases or sells and the services it provides by conducting a credit review. The credit review considers expected billing exposure and timing for payment and the customer’s established credit rating. The Company performs its credit review of new customers at inception of the customer relationship and for existing customers when the customer transacts after a defined period of dormancy. The Company also considers contract terms and conditions, country risk and business strategy in the evaluation. The Company monitors ongoing credit exposure through an active review of customer balances against established credit limits, contract terms, and due dates. 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 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 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. 57 Activity in the allowance for credit losses for the years ended December 31 was as follows: (in thousands) 2025 2024 2023 Balance at beginning of period $ 101,693 $ 81,656 $ 57,048 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. The Company performs on-going credit evaluations of its customers. Receivables related to sales are generally secured by the product sold to the customer. 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 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. The cost includes expenditures incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing inventories to their existing location and condition. Rental Equipment Rental equipment is comprised of modular space and portable storage units held for rent or on rent to customers and Value-Added Products (“VAPS”) that are in use or available to be used by customers. Rental equipment is measured at cost less accumulated depreciation. Cost includes expenditures that are directly attributable to the acquisition of the asset. Costs of improvements and conversions of rental equipment are capitalized when such costs extend the useful life of the equipment. Costs incurred for equipment to meet a particular customer specification are either capitalized and depreciated over the lease term taking into consideration the residual value of the asset or charged to the customer at the beginning of the lease and expensed as incurred. Maintenance and repair costs are expensed as incurred. Depreciation is computed using the straight-line method over estimated useful lives, as follows: Estimated Useful Life Residual Value Modular space units 5 - 30 years 0 - 55 % Portable storage units 7 - 30 years 20 - 55 % VAPS and other related rental equipment 1 - 10 years 0 % Property, Plant and Equipment Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses. The Company capitalizes external costs and directly attributable internal costs to acquire or create internal use software incurred subsequent to the completion of the preliminary project stage. Costs associated with post-implementation activities are expensed as incurred. Land is not depreciated. Leasehold improvements are amortized over the shorter of the lease term or their useful life. 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 in which case the assets are depreciated over their useful life. Maintenance and repair costs are expensed as incurred. 58 Depreciation is computed using the straight-line method over estimated useful lives as follows: Estimated Useful Life Buildings and leasehold improvements 15 - 40 years Vehicles, machinery, and equipment 5 - 30 years Furniture and fixtures 3 - 5 years Software 3 - 10 years Impairment of Long-Lived Assets 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 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 The Company records assets acquired and liabilities assumed at their respective estimated fair values on the date of acquisition. Goodwill is measured as the excess of the fair value of the consideration transferred over the fair value of the identifiable net assets and is assigned to the Company's reporting units that are expected to benefit from the acquisition. When appropriate, our estimates of the fair values of assets and liabilities acquired include assistance from independent third-party valuation firms. Valuations are finalized as soon as practicable, but not later than one year from the acquisition date. Any subsequent changes to fair values assigned in purchase accounting result in a corresponding adjustment to goodwill. Transaction costs are expensed as incurred. Long-lived assets (principally rental equipment), goodwill and other intangible assets represent the largest components of our acquisitions. Rental equipment is valued utilizing a market approach or a replacement cost approach. Intangible assets are recognized at their estimated fair values as of the date of acquisition and generally consist of customer relationships and trade names. The Company exercises judgment in the determination of the estimated fair value of intangible assets acquired and their estimated useful lives. The estimated fair value and useful lives of customer relationships is determined based on estimates and judgments regarding discounted future after-tax earnings and cash flows arising from customer relationships. The fair value of trade name intangible assets is determined utilizing the relief-from-royalty method. A royalty rate based on observed market royalties is applied to projected revenue supporting the trade name and discounted to present value. Acquisitions of assets and liabilities that do not meet the definition of a business are accounted for as asset acquisitions. An asset acquisition is accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Transaction costs are considered a component of the cost of an asset acquisition. Evaluation of Goodwill Impairment The Company performs its annual impairment test of goodwill at the reporting unit level as of October 1, as well as during any reporting period in which events or changes in circumstances occur that, in management’s judgment, may constitute triggering events. The Company performs its assessment of goodwill utilizing either a qualitative or quantitative impairment test. The qualitative impairment test assesses company-specific, industry, market and general economic factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or elects not to use the qualitative impairment test, a quantitative impairment test is performed. 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 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, 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. Actual future results may differ from these estimates. 59 If the carrying amount of the reporting unit exceeds the calculated fair value of the reporting unit, an impairment charge would be recognized for the excess of carrying value over fair value, not to exceed the amount of goodwill attributable to that reporting unit. Intangible Assets Other than Goodwill 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. The Company performs its assessment of indefinite-lived intangible assets utilizing either a qualitative or quantitative impairment test. When utilizing a quantitative impairment test, the Company calculates fair value using a relief-from-royalty method. 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. 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. Amortization is recognized in profit or loss over the estimated useful lives of the intangible asset. Retirement Benefit Obligation The Company provides benefits to certain of its employees under defined contribution benefit plans. The Company’s contributions to these plans are generally based on a percentage of employee compensation or employee contributions. These plans are funded on a current basis. For its US and Canada employees, the Company sponsors defined contribution benefit plans that have discretionary matching contribution and profit-sharing features. 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 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. Forfeitures are accounted for as they occur. Stock-based compensation expense includes grants of stock options, time-based RSUs ("Time-Based RSUs") and performance-based RSUs ("Performance-Based RSUs", together with Time-Based RSUs, the "RSUs"). RSUs are recognized in the financial statements based on their fair value. 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. Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSUs market condition. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. RSAs cliff vest in a one year period. 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 . The target number of RSUs may be adjusted from 0 % to 200 % based on the TSR attainment levels defined by the Compensation Committee. The 100 % target payout is tied to performance at the 50 % percentile, with a payout curve ranging from 0 % (for performance less than the 25 % percentile) to 200 % (for performance at or above the 85 % percentile). Vesting is also subject to continued service requirements through the vesting date. For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over performance periods of 4.5 years to 4.8 years. The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee. The 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). 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 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 60 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. Foreign Currency Translation and Transactions The Company’s reporting currency is the US Dollar (“USD”). Exchange rate adjustments resulting from foreign currency transactions are recognized in profit or loss, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive loss, which is a component of shareholders’ equity. 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 losses, net on the consolidated statements of operations. Derivative Instruments and Hedging Activities The Company utilizes derivative financial instruments to manage its exposure to fluctuations in interest rates on variable rate debt and currency exchange rates. The Company does not use derivatives for trading or speculative purposes. The Company records derivatives on the balance sheet at fair value within prepaid expenses and other current assets and other non-current assets (if in an unrealized gain position) or within accrued liabilities and other non-current liabilities (if in an unrealized loss position). If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the changes in the fair value of derivatives are recorded in accumulated other comprehensive loss. Amounts reported in accumulated other comprehensive loss related to the cash flow hedges are reclassified to earnings when the hedged item impacts earnings. For any derivative instruments not designated as hedging instruments, changes in fair value would be recognized in earnings in the period that the change occurs. The Company assesses, both at the inception of the hedge and on an ongoing quarterly basis, whether the derivatives designated as cash flow hedges are highly effective in offsetting the changes in cash flows of the hedged items. In the consolidated statements of cash flows, cash inflows and outflows related to derivative instruments are presented based on the underlying nature of the hedged items. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company enters into derivative financial ins truments only with counterparties with high credit ratings and with major financial institutions. Revenue Recognition A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. 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 ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Leasing Revenue Income from operating leases is recognized on a straight-line basis over the lease term. The Company's lease arrangements can include multiple lease and non-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. Selling (leasing) price of the lease component is estimated using an adjusted market approach whereby the Company estimates the price that customers in the market would be willing to pay. When leases and services are billed in advance, recognition of revenue is deferred until services are rendered. If equipment is returned prior to the contractually obligated period, the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date is recognized as incremental revenue upon return. Rental equipment is leased under operating leases. Rental contracts with customers are generally based on a 28‑day or monthly rate and billing cycle. 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. 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. 61 Services Revenue The Company generally has three non-lease service-related performance obligations in its contracts with customers: • Delivery and installation of the modular or portable storage unit; • Other ad hoc services performed during the lease term; and • Removal services that occur at the end of the lease term. Consideration is allocated to each of these performance obligations within the contract based upon their estimated relative standalone selling prices using an adjusted market approach. Revenue from these activities is recognized as the services are performed. Sales Revenue Sales revenue is generated by the sale of new and rental units. Revenue from the sale of new and rental units is generally recognized at a point in time upon the transfer of control to the customer, which occurs when the unit is delivered and installed in accordance with the contract. Sales transactions constitute a single performance obligation. Other Matters 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. The time between invoicing and when payment is due is not significant. While the Company may bill certain customers in advance, its contracts do not contain a significant financing component based on the short length of time between upfront billings and the performance of contracted services. For certain products, services, or customer types, the Company requires payment before the products or services are delivered to the customer. At December 31, 2025, current deferred revenue and customer deposits included deferred reven ue of $ 236.0 million and customer deposits of $ 1.3 million, respectively . At December 31, 2024, current deferred revenue and customer deposits included deferred revenue of $ 249.0 million and customer deposits of $ 1.8 million , respectively. Revenue is recognized net of sales tax billed to customers, which is subsequently remitted to governmental authorities. Leases as Lessee The Company leases real estate for certain of its branch offices, administrative offices, rental equipment storage properties, vehicles and equipment, and administrative operations. 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 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. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. 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 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. Variable lease payments are expensed in the period in which the obligation for those payments is incurred. Variable lease payments include payments for common area maintenance, real estate taxes, management fees and insurance. Many of the Company’s real estate lease agreements include one or more options to extend the lease, which are not included in the minimum lease terms unless the Company is reasonably certain it will exercise the option. Additionally, the Comp any’s leases do not generally include options to terminate the lease prior to the end of the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Advertising and Promotion Advertising and promotion costs, which are expensed as incurred , were $ 16.1 million, $ 15.9 million and $ 10.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. 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 costs of sales. Income Taxes 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. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. 62 The Company records deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized. When a valuation allowance is established or there is an increase in an allowance in a reporting period, tax expense is generally recorded in the Company’s consolidated statement of operations. 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. In accordance with applicable authoritative guidance, the Company accounts for uncertain income tax positions using a benefit recognition model with a two-step approach; a more-likely-than-not recognition criterion; and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. If it is not more-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company classifies interest on tax deficiencies and income tax penalties within income tax expense. The Company accounts for any impacts of the Global Intangible Low-Taxed Income ("GILTI") in the period in which they are incurred. Fair Value Measurements The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair va lue measurement. The inputs are prioritized into three levels that may be used to measure fair value. See further discussion of the levels in Note 13. Recently Issued and Adopted Accounting Standards Recently Issued Accounting Standards 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): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2024-03 to determine its impact on the Company's disclosures. 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 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 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 63 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 64 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. Goodwill recognized is attributable to expected operating synergies, assembled workforces, and the going concern value of the acquired businesses. Goodwill recorded for this acquisition is deductible for tax purposes. Asset Acquisitions 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 UK Storage Solutions Divestiture On January 31, 2023, the Company sold its former UK Storage Solutions segment for $ 418.1 million. 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 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 Revenues: Leasing and services revenue: Leasing $ 6,389 Delivery and installation 1,802 Sales revenue: New units 54 Rental units 449 Total revenues 8,694 Costs: Costs of leasing and services: Leasing 1,407 Delivery and installation 1,213 Costs of sales: New units 38 Rental units 492 Gross profit 5,544 Expenses: Selling, general and administrative 1,486 Other income, net ( 1 ) Operating income 4,059 Interest expense 56 Income from discontinued operations before income tax 4,003 Gain on sale of discontinued operations 175,708 Income tax expense from discontinued operations 45,468 Income from discontinued operations $ 134,243 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 . NOTE 5 - Revenue Revenue Disaggregation Geographic Areas The Company had total revenue in the following geographic areas for the years ended December 31, as follows: Years Ended December 31, (in thousands) 2025 2024 2023 US $ 2,142,138 $ 2,243,545 $ 2,219,561 Canada 118,001 125,154 120,123 Mexico 21,307 27,019 25,083 Total revenues $ 2,281,446 $ 2,395,718 $ 2,364,767 Major Product and Service Lines Equipment leasing is the Company's core business and the primary driver of the Company's revenue and cash flows. This includes turnkey space solutions along with VAPS. Leasing is complemented by new unit sales and sales of rental units. In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance, removal, and other ad hoc services. 65 The Company’s revenue by major product and service line for the years ended December 31, was as follows: Years Ended December 31, (in thousands) 2025 2024 2023 Modular space leasing revenue (a) $ 997,784 $ 1,011,086 $ 953,822 Portable storage leasing revenue 319,305 356,873 396,781 VAPS and third-party leasing revenues (b) 397,547 397,640 391,948 Other leasing-related revenue (c) 34,387 74,276 91,384 Leasing revenue 1,749,023 1,839,875 1,833,935 Delivery and installation revenue 388,887 418,881 437,179 Total leasing and services revenue 2,137,910 2,258,756 2,271,114 New unit sales revenue 77,941 74,499 48,129 Rental unit sales revenue 65,595 62,463 45,524 Total revenues $ 2,281,446 $ 2,395,718 $ 2,364,767 (a) Includes revenue from clearspan structures. (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 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 %, 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: (in thousands) Operating Leases 2026 $ 401,632 2027 137,967 2028 46,519 2029 17,711 2030 7,421 Thereafter 2,714 Total $ 613,964 Receivables The Company manages credit risk associated with its accounts receivable at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 842 and ASC 606, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues. Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end markets. No single customer accounted for more than 0.9 % and 1.7 % of the Company’s receivables at December 31, 2025 and 2024, respectively. The Company's top five customers with the largest open receivables balances represented 3.9 % and 5.2 % of the total receivables balance as of December 31, 2025 and 2024, respectively. The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures. The Company's allowance for credit losses reflects its estimate of the amount of receivables that the Company will be unable to collect . 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 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 66 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 When customers are billed in advance for services, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract. The balance sheet classification of deferred revenue is determined based on the contractual lease term. For contracts that continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed. As of 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. The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future services revenues that are expected to be recognized within twelve months, the Company has elected to utilize the optional disclosure exemption made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the market rate in place at the time those services are provided, and therefore, the Company is applying the optional exemption to omit disclosure of such amounts. The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions. The Company pays its sales force commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year. As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred. NOTE 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 Less: 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 Less: accumulated depreciation ( 2,071,471 ) ( 1,570,377 ) Rental equipment, net $ 3,093,321 $ 3,377,939 67 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 Less: 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 As of December 31, 2025, the future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Leases Finance Leases 2026 $ 78,841 $ 38,881 2027 72,831 35,470 2028 59,561 37,951 2029 39,934 30,072 2030 30,979 24,189 Thereafter 93,458 24,718 Total lease payments 375,604 191,281 Less: interest ( 62,919 ) ( 24,423 ) Present value of lease liabilities $ 312,685 $ 166,858 Finance lease liabilities are included within long-term debt and current portion of long-term debt on the consolidated balance sheets. 68 The Company’s lease activity during the years ended December 31, 2025, 2024, and 2023 was as follows: Years Ended December 31, Components of lease expense (in thousands) 2025 2024 2023 Finance Lease Expense Amortization of finance lease assets $ 17,963 $ 14,159 $ 16,945 Interest on obligations under finance leases 7,636 6,350 3,777 Total finance lease expense $ 25,599 $ 20,509 $ 20,722 Operating Lease Expense Fixed lease expense Costs of leasing and services $ 816 $ 1,101 $ 1,396 Selling, general and administrative 89,254 80,199 67,374 Short-term lease expense Costs of leasing and services 28,743 28,758 26,010 Selling, general and administrative 1,434 2,071 1,789 Variable lease expense Costs of leasing and services 205 762 2,109 Selling, general and administrative 10,172 10,925 8,380 Total operating lease expense $ 130,624 $ 123,816 $ 107,058 Supplemental cash flow information related to leases for the years ended December 31, 2025, 2024, and 2023 was as follows: Years Ended December 31, Supplemental Cash Flow Information (in thousands) 2025 2024 2023 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 88,014 $ 81,046 $ 68,889 Operating cash outflows from finance leases $ 7,796 $ 6,087 $ 3,715 Financing cash outflows from finance leases $ 25,272 $ 19,429 $ 16,510 Right of use assets obtained in exchange for lease obligations $ 154,136 $ 92,343 $ 95,897 Assets obtained in exchange for finance leases $ 50,238 $ 46,253 $ 58,737 Weighted-average remaining operating lease terms and the weighted average discount rates as of December 31 were as follows: Lease Terms and Discount Rates 2025 2024 Weighted-average remaining lease term - operating leases 6.0 years 5.1 years Weighted-average discount rate - operating leases 5.7 % 5.8 % Weighted-average remaining lease term - finance leases 4.6 years 4.8 years Weighted-average discount rate - finance leases 5.0 % 5.1 % 69 NOTE 10 - Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) Total Balance at December 31, 2023 $ 1,176,635 Additions from acquisitions 26,948 Effects of movements in foreign exchange rates ( 2,230 ) Balance at December 31, 2024 1,201,353 Additions from acquisitions 55,088 Effects of movements in foreign exchange rates 1,171 Balance at December 31, 2025 $ 1,257,612 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. in 2017. There were no g oodwill impairments recorded for the years ended December 31, 2025, 2024, and 2023. Intangible Assets Intangible assets other than goodwill at December 31, consisted of the following: December 31, 2025 (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 3.0 $ 234,108 $ — $ ( 144,959 ) $ 89,149 Technology 0.5 1,500 — ( 1,375 ) 125 Trade names 1.8 165,500 ( 132,540 ) ( 23,146 ) 9,814 Indefinite-lived intangible assets: Trade name – WillScot 125,000 — — 125,000 Total intangible assets other than goodwill $ 526,108 $ ( 132,540 ) $ ( 169,480 ) $ 224,088 December 31, 2024 (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 – 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, 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, 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. 70 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, 2025, the expected future amortization expense for intangible assets was as follows: (in thousands) Amortization Expense 2026 $ 40,210 2027 33,580 2028 18,037 2029 3,367 2030 3,117 Thereafter 777 Total $ 99,088 NOTE 11 - Debt The carrying value of debt outstanding at December 31 consisted of the following: (in thousands, except rates) Interest rate Year of maturity 2025 2024 2025 Secured Notes 6.125 % 2025 $ — $ 525,283 ABL Facility Varies 2030 1,491,267 1,556,651 2028 Secured Notes 4.625 % 2028 496,718 495,582 2029 Secured Notes 6.625 % 2029 493,803 492,467 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 Total debt 3,588,168 3,708,100 Less: current portion of long-term debt 31,094 24,598 Total long-term debt $ 3,557,074 $ 3,683,502 Maturities of debt, including finance leases, during the years subsequent to December 31, 2025 are as follows: (in thousands) 2026 $ 38,881 2027 35,470 2028 537,951 2029 530,072 2030 2,032,188 Thereafter 474,718 Total $ 3,649,280 The Company records de bt issuance costs as offsets against the carrying value of the related debt . 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 2026 $ 8,202 2027 8,520 2028 8,382 2029 6,730 2030 4,132 Thereafter 731 Total $ 36,697 71 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. As of December 31, 2025, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 4.97 %. Refer to Note 12 for a more detailed discussion on interest rate management. Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate revolver commitments and (ii) the borrowing base ("Line Cap"). At 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. At December 31, 2025, the available capacity was $ 173.6 million of letters of credit and $ 250.0 million of swingline loans. At December 31, 2025, letters of credit and bank guarantees carried fees of 1.5 %. The Company had issued $ 26.4 million of standby letters of credit under the ABL Facility at December 31, 2025. The Company had approximately $ 1.5 billion outstanding principal under the ABL Facility at December 31, 2025. 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 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"), and to non-US persons outside the US in accordance with Regulation S under the Securities Act ("Regulation S"). 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. 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 and to non-US persons outside the US in accordance with Regulation S. T he 2028 Secured Notes mature on August 15, 2028 and bear interest at a rate of 4.625 % per annum. 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 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 72 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 and to non-US persons outside the US in accordance with Regulation S . 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. Unamortized deferred financing costs pertaining to the 2029 Secured Notes were $ 6.2 million as of December 31, 2025. 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, 2025 and thereafter 100.000 % 2029 Secured Notes The Company may redeem the 2029 Secured Notes at any time before June 15, 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 June 15, 2026, 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 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. Year Redemption Price June 15, 2026 103.313 % June 15, 2027 101.656 % June 15, 2028 and thereafter 100.000 % 2030 Secured Notes 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. 73 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 April 15, 2027 103.313 % April 15, 2028 101.656 % April 15, 2029 and thereafter 100.000 % 2031 Secured Notes 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 October 1, 2026 103.688 % October 1, 2027 101.844 % October 1, 2028 and thereafter 100.000 % The 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, and 2031 Secured Notes (collectively, the "Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, the "Note Guarantors”). WillScot is not a guarantor of the Secured Notes. The Note Guarantors are guarantors or borrowers under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the Secured Notes. The Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of WSI and the Note Guarantors securing the ABL Facility. Upon the repayment of the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes (other than certain permitted), the collateral securing the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will be released and the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions. Finance Leases The Company maintains finance leases primarily for transportation-related equipment. At December 31, 2025 and December 31, 2024, obligations under the finance leases were $ 166.9 million and $ 143.8 million, respectively. 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 Interest Rate Swaps In January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 750.0 million in aggregate notional amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.44 % on the notional amount. In January 2024, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 500.0 million in aggregate notional amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.70 % on the notional amount. The swap agreements were designated and qualified as hedges of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027. The floating rate that the Company received under the terms of these swap agreements was 3.73 % at December 31, 2025. 74 The location and the fair value of derivative instruments designated as hedges were as follows: (in thousands) Balance Sheet Location 2025 2024 Cash Flow Hedges: 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) 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 The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company utilizes the following accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions The Company has assessed that the fair values of cash and short-term deposits, marketable securities, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. The Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include rental equipment, property, plant and equipment, goodwill, intangible assets and certain other assets. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at December 31, 2025 and December 31, 2024 approximate their respective book values. The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates. The fair values of the Secured Notes are based on their last trading price at the end of each period obtained from a third party. The following table shows the carrying amounts and fair values of these financial liabilities measured using Level 2 inputs: December 31, 2025 December 31, 2024 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value 2025 Secured Notes $ — $ — $ 525,283 $ 527,269 2028 Secured Notes 496,718 498,640 495,582 477,170 2029 Secured Notes 493,803 516,455 492,467 506,235 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, 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 75 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. Common Stock 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. Dividends On February 18, 2025, the Company's Board of Directors approved a quarterly dividend program. Dividends are subject to declaration by the Board of Directors and requirements of the ABL Facility, Secured Notes, and Delaware law. Under the program, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month. 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 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, 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 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. 76 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 Restricted Stock Awards The following table summarizes the Company's RSA activity during the years ended December 31, 2025, 2024 and 2023 : Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 2022 35,244 $ 37.17 Granted 28,946 $ 44.44 Vested ( 35,244 ) $ 37.17 Balance December 31, 2023 28,946 $ 44.44 Granted 36,346 $ 38.11 Vested ( 28,946 ) $ 44.44 Balance December 31, 2024 36,346 $ 38.11 Granted 67,365 $ 27.43 Vested ( 36,346 ) $ 38.11 Balance December 31, 2025 67,365 $ 27.43 Compensation expense for RSAs recognized in SG&A expense in the consolidated statements of operations was $ 1.7 million, $ 1.3 million, and $ 1.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025, unrecognized compensation cost related to RSAs totaled $ 0.8 million and was expected to be recognized over the remaining weighted average vesting period of 0.5 years. The total fair value of RSA's vested in 2025, 2024, and 2023 was $ 1.0 million, $ 1.1 million, and $ 1.6 million, respectively. 77 Time-Based RSUs The following table summarizes the Company's Time-Based RSU activity during the years ended December 31, 2025, 2024 and 2023 : Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 2022 789,779 $ 26.16 Granted 213,388 $ 50.74 Forfeited ( 61,848 ) $ 36.75 Vested ( 322,483 ) $ 21.38 Balance December 31, 2023 618,836 $ 36.07 Granted 273,524 $ 48.68 Forfeited ( 45,544 ) $ 46.58 Vested ( 270,164 ) $ 30.41 Balance December 31, 2024 576,652 $ 43.87 Granted 677,853 $ 31.08 Forfeited ( 79,752 ) $ 39.65 Vested ( 242,578 ) $ 39.79 Balance December 31, 2025 932,175 $ 35.95 Compensation expense for Time-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $ 12.7 million, $ 10.2 million, and $ 8.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025, unrecognized compensation cost related to Time-Based RSUs totaled $ 19.8 million and was expected to be recognized over the remaining weighted average vesting period of 2.3 years. The total fair value of Time-Based RSU's vested in 2025, 2024, and 2023 was $ 8.1 million, $ 12.4 million, and $ 16.2 million, respectively. Performance-Based RSUs The following table summarizes the Company's Performance-Based RSU award activity during the years ended December 31, 2025 and 2024 and 2023: Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 2022 1,894,250 $ 33.67 Granted 376,826 $ 69.52 Forfeited ( 37,451 ) $ 47.52 Vested (a) ( 293,934 ) $ 16.34 Balance December 31, 2023 1,939,691 $ 42.95 Granted 295,833 $ 66.60 Forfeited ( 62,074 ) $ 63.46 Vested (a) ( 404,990 ) $ 39.30 Balance December 31, 2024 1,768,460 $ 47.02 Granted 406,265 $ 44.16 Forfeited ( 52,781 ) $ 55.24 Vested (a) ( 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, 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. Refer to Note 1 for the details of conditions required for the Performance-Based RSUs to vest. 78 Stock Options The following table summarizes the Company's stock option activity during the years ended December 31, 2025, 2024 and 2023 : WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share Balance at December 31, 2022 534,188 $ 13.60 864,276 $ 12.91 Exercised — $ — ( 35,030 ) $ 14.21 Balance at December 31, 2023 534,188 $ 13.60 829,246 $ 12.86 Exercised — $ — ( 14,357 ) $ 17.59 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 Balance at December 31, 2025 754,188 $ 16.46 10,884 $ 13.08 Fully vested and exercisable options, December 31, 2025 534,188 $ 13.60 10,884 $ 13.08 Under our stock option plans, the Company may issue shares on a net basis at the request of the option holder. This occurs by netting the option costs in shares from the shares exercised. 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. 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. Assumptions Expected volatility 45 % - 46 % Expected dividend 1.20 % Risk-free rate 3.69 % - 3.76 % Expected term (in years) 5.75 - 6.00 Exercise price $ 23.39 Weighted-average grant date fair value $ 10.28 79 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 Current Federal $ ( 8,660 ) $ 29,518 $ — State 7,985 17,457 12,250 Foreign 5,257 6,823 7,382 Deferred 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 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 for the year ended December 31, 2025 as follows: (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 % Tax Credits 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. 80 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 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 Federal $ — State and Local California 2,113 Texas 1,581 Other 7,406 Total State and Local 11,100 Foreign Canada 2,796 Mexico 2,316 Other 101 Total Foreign 5,213 Income taxes paid, net of amounts refunded $ 16,313 81 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 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. 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, 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. 82 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 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. Refer to Note 7 for rental equipment by geographic area. Refer to the Consolidated Balance Sheet for total assets. Refer to the Consolidated Statement of Cash Flows for total expenditures for additions to long-lived assets. The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization. The Company reflects further adjustments to EBITDA (“Adjusted EBITDA”) to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core and ongoing business operations. The measure of profit or loss used by the CODM to evaluate operating segment performance and allocate resources is Adjusted EBITDA. Adjusted EBITDA is used to determine capital allocation between operating segments and certain aspects of management's compensation. Management believes that evaluating operating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company. The Company considers Adjusted EBITDA to be an important metric because it reflects the business performance of the segments, inclusive of indirect costs. 83 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, (in thousands) 2025 2024 2023 Revenues: Leasing and services revenue: Unit leasing and other rental-related $ 1,351,476 $ 1,442,235 $ 1,441,987 VAPS and third-party leasing 397,547 397,640 391,948 Delivery revenue 205,671 224,371 273,598 Installation revenue 183,216 194,510 163,581 Sales revenue: New units 77,941 74,499 48,129 Rental units 65,595 62,463 45,524 Total revenues 2,281,446 2,395,718 2,364,767 Less: (a) Costs of leasing and services: Unit leasing 299,167 316,422 328,124 VAPS and third-party leasing 72,436 68,656 70,343 Delivery 171,202 176,551 185,639 Installation 152,201 152,329 131,478 Costs of sales: New units 53,164 45,554 26,439 Rental units 35,720 32,224 23,141 Employee SG&A expense (b) 270,986 247,886 257,327 Other segment items (c) 255,531 292,936 280,811 Adjusted EBITDA from continuing operations $ 971,039 $ 1,063,160 $ 1,061,465 (a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (b) Employee SG&A expense consists of salaries and wages, bonuses, commissions, payroll taxes, and employee benefits. (c) Other segment items consist of service agreements and professional fees, real estate and occupancy costs, travel, bad debt expense, marketing and advertising, taxes, and other miscellaneous expenses. 84 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 (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 Restructuring costs, lease impairment expense and other related charges 302,804 9,435 22 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 — Other (a) 15,021 47,193 ( 4,535 ) 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 (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 Numerator: (Loss) income from continuing operations $ ( 52,990 ) $ 28,129 $ 341,844 Income from discontinued operations — — 134,613 Net (loss) income $ ( 52,990 ) $ 28,129 $ 476,457 Denominator: Weighted average Common Shares outstanding - basic 182,394 188,102 198,555 Dilutive effect of outstanding securities: RSAs — 15 15 Time-Based RSUs — 152 274 Performance-Based RSUs — 1,112 2,040 Stock Options — 911 966 Weighted average Common Shares outstanding - dilutive 182,394 190,292 201,850 85 The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive: (in thousands) 2025 2024 2023 RSAs 67 — — Time-based RSUs 932 235 106 Performance-based RSUs 1,189 645 277 Stock Options 765 — — 86 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.