What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 195 added, 293 removed, 425 unchanged (53% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share amounts) September 30, 2025 (unaudited)

(in thousands, except share data)

March 31, 2026 (unaudited)

December 31, 2025

Cash and cash equivalents $ 15,543 $ 14,587

Trade receivables, net of allowances for credit losses at September 30, 2025 and December 31, 2024 of $ 74,325 and $ 101,693 , respectively

Trade receivables, net of allowances for credit losses at March 31, 2026 and December 31, 2025 of $ 62,389 and $ 61,755 , respectively

397,432 394,708

Inventories 46,187 45,560

Prepaid expenses and other current assets 57,298 67,751

Prepaid expenses 20,737 27,709

Other current assets 48,861 41,328

Assets held for sale 1,159 1,159

23 unchanged sentences

Preferred Stock:

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at September 30, 2025 and December 31, 2024

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at March 31, 2026 and December 31, 2025

Common Stock:

$ 0.0001 par, 500,000,000 shares authorized and 181,941,675 and 183,564,899 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

$ 0.0001 par, 500,000,000 shares authorized and 180,994,679 and 181,184,438 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in-capital 1,710,836 1,725,642

6 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except share and per share amounts) 2025 2024 2025 2024

Leasing and services revenue:

16 unchanged sentences

Other depreciation and amortization 23,669 23,140

Termination fee — 180,000 — 180,000

Impairment loss on intangible asset — — — 132,540

Currency losses (gains), net 100 ( 129 ) 244 ( 94 )

Restructuring costs 11,250 375

Other expense, net 85 646

Operating income (loss) 118,806 ( 35,218 ) 365,140 89,496

Operating income 96,663 119,434

Interest expense, net 53,607 58,469

Income (loss) before income tax 60,340 ( 91,041 ) 189,228 ( 78,463 )

Income tax expense (benefit) 17,008 ( 20,566 ) 54,902 ( 17,377 )

Net income (loss) $ 43,332 $ ( 70,475 ) $ 134,326 $ ( 61,086 )

Earnings (loss) per share:

Income before income tax 43,056 60,965

Income tax expense 14,933 17,910

Net income $ 28,123 $ 43,055

Earnings per share:

Basic $ 0.16 $ 0.23

5 unchanged sentences

WillScot Holdings Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30,

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

2025 2024 2025 2024

Net income (loss) $ 43,332 $ ( 70,475 ) $ 134,326 $ ( 61,086 )

Other comprehensive (loss) income:

Three Months Ended

Net income $ 28,123 $ 43,055

Other comprehensive income (loss):

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

( 3,416 ) 161

Net loss on derivatives, net of income tax benefit of $ 236 and $ 8,183 for the three months ended September 30, 2025 and 2024, respectively, and $ 4,227 and $ 3,134 for the nine months ended September 30, 2025 and 2024, respectively

Net gain (loss) on derivatives, net of income tax expense (benefit) of $ 1,444 and $( 2,693 ) for the three months ended March 31, 2026 and 2025, respectively

4,369 ( 8,141 )

Total other comprehensive loss ( 6,532 ) ( 22,618 ) ( 2,156 ) ( 17,156 )

Total comprehensive income (loss) $ 36,800 $ ( 93,093 ) $ 132,170 $ ( 78,242 )

Total other comprehensive income (loss) 953 ( 7,980 )

Total comprehensive income $ 29,076 $ 35,075

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

1 unchanged sentence

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Nine Months Ended September 30, 2025

(in thousands)

Three Months Ended March 31, 2026

Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity

(in thousands) Shares Amount

Shares Amount

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

Net income — — — — 28,123 28,123

Other comprehensive loss — — — ( 7,980 ) — ( 7,980 )

Withholding taxes on net share settlement of stock-based compensation — — ( 7,718 ) — — ( 7,718 )

Common Stock-based award activity 451 — 8,341 — — 8,341

Repurchase and cancellation of Common Stock ( 1,095 ) — ( 32,117 ) — — ( 32,117 )

Cash dividends declared — — ( 13,044 ) — — ( 13,044 )

Issuance of Common Stock from the exercise of options 188 — 2,232 — — 2,232

Balance at March 31, 2025 183,109 19 1,793,859 ( 78,607 ) ( 703,909 ) 1,011,362

Net income — — — — 47,939 47,939

Other comprehensive income — — — 953 — 953

Withholding taxes on net share settlement of stock-based compensation — — ( 265 ) — — ( 265 )

Common Stock-based award activity 164 7,107 — — 7,107

Repurchase and cancellation of Common Stock ( 353 ) — ( 7,285 ) — — ( 7,285 )

Cash dividends declared — — ( 12,899 ) — — ( 12,899 )

Issuance of Common Stock from the exercise of options 598 — 7,808 — — 7,808

Balance at June 30, 2025 182,237 19 1,756,797 ( 66,251 ) ( 655,970 ) 1,034,595

Net income — — — — 43,332 43,332

Other comprehensive loss — — — ( 6,532 ) — ( 6,532 )

Withholding taxes on net share settlement of stock-based compensation — — ( 1,857 ) — — ( 1,857 )

Common Stock-based award activity 2 — 9,964 — — 9,964

Repurchase and cancellation of Common Stock ( 297 ) — ( 8,356 ) — — ( 8,356 )

Cash dividends declared — — ( 12,907 ) — — ( 12,907 )

Balance at September 30, 2025 181,942 $ 19 $ 1,745,472 $ ( 72,783 ) $ ( 612,638 ) $ 1,060,070

Nine Months Ended September 30, 2024

Dividends — — ( 12,771 ) — — ( 12,771 )

Balance at March 31, 2026 180,995 $ 19 $ 1,710,836 $ ( 68,500 ) $ ( 771,831 ) $ 870,524

Three Months Ended March 31, 2025

Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity

(in thousands) Shares Amount

Shares Amount

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

Net income — — — — 43,055 43,055

Other comprehensive income — — — 7,992 — 7,992

Withholding taxes on net share settlement of stock-based compensation — — ( 14,524 ) — — ( 14,524 )

Common Stock-based award activity 628 — 9,099 — — 9,099

Issuance of Common Stock from the exercise of options 3 — 69 — — 69

Balance at March 31, 2024 190,598 20 2,083,735 ( 44,776 ) ( 718,853 ) 1,320,126

Net loss — — — — ( 46,851 ) ( 46,851 )

Other comprehensive loss — — — ( 7,980 ) — ( 7,980 )

2 unchanged sentences

Issuance of Common Stock from the exercise of options 188 — 2,232 — — 2,232

Balance at June 30, 2024 188,592 19 2,014,327 ( 47,306 ) ( 765,704 ) 1,201,336

Net loss — — — — ( 70,475 ) ( 70,475 )

Other comprehensive loss — — — ( 22,618 ) — ( 22,618 )

Withholding taxes on net share settlement of stock-based compensation — — ( 7,718 ) — — ( 7,718 )

Common Stock-based award activity 45 — 9,534 — — 9,534

Repurchase and cancellation of Common Stock ( 1,588 ) — ( 62,269 ) — — ( 62,269 )

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

Balance at September 30, 2024 187,049 $ 19 $ 1,960,163 $ ( 69,924 ) $ ( 836,179 ) $ 1,054,079

Dividends — — ( 13,044 ) — — ( 13,044 )

Balance at March 31, 2025 183,109 $ 19 $ 1,793,859 $ ( 78,607 ) $ ( 703,909 ) $ 1,011,362

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

(in thousands)

Three Months Ended March 31,

Operating activities:

Net income (loss) $ 134,326 $ ( 61,086 )

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

Net income $ 28,123 $ 43,055

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

Depreciation and amortization 92,431 97,092

Provision for credit losses 17,788 12,338

Impairment loss on intangible asset — 132,540

Gain on sale of rental equipment and other property, plant and equipment ( 6,143 ) ( 5,697 )

2 unchanged sentences

Deferred income tax expense (benefit) 8,406 ( 5,343 )

Unrealized currency losses (gains), net 178 ( 157 )

Other 1,144 1,162

34 unchanged sentences

Capital expenditures accrued or payable $ 15,259 $ 17,430

Accrued Common Stock repurchases $ — $ 10,000

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

4 unchanged sentences

WillScot Holdings Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative and flexible turnkey space solutions in the United States (“US”), Canada, and Mexico.

The Company leases, sells, delivers and installs modular space solutions (modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions) and portable storage products (portable storage containers and climate-controlled containers and trailers) through an integrated network of branch locations.

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

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All intercompany balances and transactions are eliminated in consolidation.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year.

For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Issued Accounting Standards

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

2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate and their income taxes paid.

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

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

In November 2024, the FASB issued ASU No.

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"), which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses.

Disaggregation of Income Statement Expenses ("ASU 2024-03").

ASU 2024-03 requires incremental disclosures about specific expense categories, including 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 evaluating the impact of ASU 2024-03 on its disclosures.

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ASU 2025-06 is effective for annual and interim reporting periods beginning after December 15, 2027.

The Company is evaluating the impact of ASU 2025-06 on its accounting and disclosures.

Recently Adopted Accounting Standard

In July 2025, the FASB issued ASU No.

2025-05 Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), which provides a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets.

ASU 2025-05 is effective for annual and interim reporting periods beginning after December 15, 2025 and may be early adopted.

Effective July 1, 2025, the Company early adopted ASU 2025-05, electing the practical expedient permitting an entity to assume that current conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

The adoption of ASU 2025-05 did not have a material impact on the Company's financial statements or disclosures.

NOTE 2 - Business Combination and Acquisition

Business Combination

During the nine months ended September 30, 2025, the Company acquired a regional provider of climate-controlled containers and trailers for $ 115.6 million, net of cash acquired, the tangible assets of which consisted primarily of approximately 2,100 temperature-controlled units.

As of the acquisition date, the fair value of the goodwill recognized was $ 54.5 million, the fair value of the intangible assets acquired was $ 18.7 million, and the fair value of rental equipment acquired was $ 36.6 million.

The preliminary accounting for the transaction, including the valuation of acquired rental equipment and intangible assets, was based on the best estimates of management and is subject to revision based on the final valuations.

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

Goodwill recorded for this acquisition is deductible for tax purposes.

Revenue and earnings from the business combination following the acquisition date are not available, as the business was integrated into the Company's centralized financial and operational processes following the acquisition.

Asset Acquisitions

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

The Company is evaluating the impact of ASU 2025-06 on its consolidated financial statements and disclosures.

NOTE 2 - Restructuring

In December 2025, the Company's Board of Directors (the "Board of Directors") approved a comprehensive network optimization initiative (the "Network Optimization Plan") designed to reduce real estate costs while maintaining market coverage and customer service capabilities.

The Network Optimization Plan encompassed exiting approximately 665 acres of real estate 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).

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.

As of March 31, 2026, the Company has disposed of approximately 15,000 portable storage units and 6,000 modular space units related to the Network Optimization Plan.

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

Expenses associated with the Network Optimization Plan include accelerated depreciation, disposal costs, and relocation costs.

Disposal costs consist of demolition costs, waste removal fees, and scrapping fees and are recorded within

restructuring costs when incurred.

Relocation costs consist primarily of costs to relocate units to other branch locations and are recorded within costs of leasing when incurred.

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 selling, general and administrative ("SG&A") expense as the Company consumes its right to use the real estate.

The following table presents charges relating to the Network Optimization Plan recognized in the three months ended March 31, 2026 and the total costs incurred to date:

(in thousands) Three Months Ended March 31, 2026 Costs to Date

As of March 31, 2026

Disposal costs $ 11,250 $ 11,250

Relocation costs 378 378

Accelerated depreciation — 301,863

Total charges $ 11,628 $ 313,491

The following table presents cash activity and balances relating to the Network Optimization Plan liabilities:

(in thousands) Disposal Costs Relocation Costs

Liability as of December 31, 2025 $ — $ —

Restructuring and related charges 11,250 378

Cash payments ( 8,484 ) ( 311 )

Liability as of March 31, 2026 $ 2,766 $ 67

As of March 31, 2026, the Company expects the initiative to result in future costs consisting of rental equipment disposal costs of approximately $ 30 million and rental equipment relocation costs of approximately $ 20 million.

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.

NOTE 3 - Revenue

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Geographic Areas

The Company had total revenue in the following geographic areas for the three and nine months ended September 30, 2025 and 2024 as follows:

The Company had total revenue in the following geographic areas for the three months ended March 31, 2026 and 2025 as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

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In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance, removal, and other ad hoc services.

The Company’s revenue by major product and service line for the three and nine months ended September 30, 2025 and 2024 was as follows:

The Company’s revenue by major product and service line for the three months ended March 31, 2026 and 2025 was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

4 unchanged sentences

97,135 96,339

Other leasing-related revenue (b)(c)

Other leasing-related revenue (c)

12,103 15,152

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(a) Includes revenue from clearspan structures.

(b) Includes $ 9.6 million and $ 10.3 million of service revenue for the three months ended September 30, 2025 and 2024, respectively, and $ 28.3 million and $ 30.4 million of service revenue for the nine months ended September 30, 2025 and 2024, respectively.

(c) Includes primarily damage billings, delinquent payment charges, service revenue, and other processing fees associated with leasing arrangements, and is partially offset by write-offs of specific uncollectible lease receivables recorded as a reduction to revenue of $ 24.5 million and $ 9.0 million, for the three months ended September 30, 2025 and 2024, respectively, and $ 50.2 million and $ 21.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Leasing and Services Revenue

The majority of revenue ( 75 % and 74 % for the three months ended September 30, 2025 and 2024, and 75 % for both the nine months ended September 30, 2025 and 2024) was generated by lease income subject to the guidance of Accounting Standards Update No.

2016-02, Leases (Topic 842) ("ASC 842").

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

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

(b) Includes $ 10.2 million and $ 9.2 million of service revenue for the three months ended March 31, 2026 and 2025, 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 $ 13.0 million and $ 10.6 million, for the three months ended March 31, 2026 and 2025, respectively.

The majority of revenue ( 76 % for both the three months ended March 31, 2026 and 2025) was generated by lease income subject to the guidance of Accounting Standards Codification ("ASC"), Leases (Topic 842) ("ASC 842") .

The remaining revenue was generated by performance obligations in contracts with customers for services or the sale of units subject to the guidance of ASC, Revenue from Contracts with Customers (Topic 606) ("ASC 606") .

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

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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.

Specifically identifiable receivables not deemed probable of collection are recorded as a reduction of revenue.

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

Activity in the allowance for credit losses for the three and nine months ended September 30, 2025 and 2024 was as follows:

Activity in the allowance for credit losses for the three months ended March 31, 2026 and 2025 was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

Balance at beginning of period $ 61,755 $ 101,693

Provision for credit losses, net of recoveries 17,823 22,121 37,579 45,317

Provision for credit losses 17,788 12,338

Write-offs to leasing revenue ( 13,026 ) ( 10,589 )

2 unchanged sentences

Write-offs to rental units sales revenue ( 514 ) ( 276 )

Total write-offs recorded as a reduction to revenue ( 31,832 ) ( 11,869 ) ( 65,168 ) ( 27,528 )

Total write-offs recorded as a reduction to revenue, net of recoveries ( 17,140 ) ( 13,765 )

Foreign currency translation and other ( 14 ) 25

Balance at end of period $ 62,389 $ 100,291

The Company had an increase to write-offs of accounts receivable due to the age of the receivables and a conclusion that collectibility was no longer probable.

The majority of balances written off were previously fully reserved.

Contract Assets and Liabilities

2 unchanged sentences

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

As of September 30, 2025 and December 31, 2024, the Company recorded deferred revenue related to service revenue billed in advance of $ 136.2 million and $ 139.4 million , respectively.

During the three and nine months ended September 30, 2025, respectively, the Company recognized revenue of $ 21.0 million and $ 78.8 million for service revenue billed in advance that was recorded as deferred revenue as of December 31, 2024.

As of March 31, 2026 and December 31, 2025, the Company recorded deferred revenue related to service revenue billed in advance of $ 139.9 million and $ 134.6 million , respectively.

During the three months ended March 31, 2026, the Company recognized revenue of $ 25.8 million for service revenue billed in advance that was recorded as deferred revenue as of December 31, 2025.

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

6 unchanged sentences

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

NOTE 4 - Inventories

Inventories at the respective balance sheet dates consisted of the following:

(in thousands)

September 30, 2025 December 31, 2024

Raw materials $ 40,275 $ 39,823

Finished units 3,177 7,650

Inventories $ 43,452 $ 47,473

NOTE 5 - Leases

On September 30, 2025, a lease for office space commenced with an initial lease term of 12 years.

The Company recognized an operating lease right-of-use asset of $ 32.0 million and a lease liability of $ 30.4 million.

NOTE 4 - Rental Equipment

1 unchanged sentence

(in thousands)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Modular space units $ 3,776,120 $ 3,836,964

4 unchanged sentences

Rental equipment, net $ 3,103,332 $ 3,093,321

NOTE 7 - Goodwill and Intangible Assets

Changes in the carrying amount of goodwill were as follows:

(in thousands)

Balance at December 31, 2023 $ 1,176,635

Additions from acquisitions 26,948

Effects of movements in foreign exchange rates ( 2,230 )

Balance at December 31, 2024 1,201,353

Additions from acquisitions 54,844

Effects of movements in foreign exchange rates 809

Balance at September 30, 2025 $ 1,257,006

At March 31, 2026 and December 31, 2025, rental equipment included $ 204.4 million and $ 312.1 million, respectively, 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.

NOTE 5 - Intangible Assets

Intangible Assets

Intangible assets other than goodwill at the respective balance sheet dates consisted of the following:

September 30, 2025

March 31, 2026

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

17 unchanged sentences

Total intangible assets other than goodwill $ 526,108 $ ( 132,540 ) $ ( 169,480 ) $ 224,088

Amortization expense related to intangible assets was $ 11.5 million and $ 11.9 million for the three months ended September 30, 2025 and 2024, respectively, and $ 34.6 million and $ 26.6 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the expected future amortization expense for intangible assets was as follows for the years ended December 31:

Amortization expense related to intangible assets was $ 10.7 million and $ 11.3 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the expected future amortization expense for intangible assets was as follows for the years ended December 31:

(in thousands)

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The carrying value of debt outstanding at the respective balance sheet dates consisted of the following:

(in thousands, except rates) Interest rate Year of maturity September 30, 2025 December 31, 2024

2025 Secured Notes 6.125 % 2025 $ — $ 525,283

(in thousands, except rates) Interest rate Year of maturity March 31, 2026 December 31, 2025

ABL Facility Varies 2030 $ 1,416,147 $ 1,491,267

7 unchanged sentences

Total long-term debt $ 3,482,297 $ 3,557,074

Maturities of debt, including finance leases, during the periods subsequent to September 30, 2025 are as follows:

Maturities of debt, including finance leases, during the periods subsequent to March 31, 2026 are as follows:

(in thousands)

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Asset Backed Lending Facility

On July 1, 2020, certain subsidiaries of the Company, including Williams Scotsman, Inc.

("WSI"), entered into an asset-based credit agreement.

As amended on June 30, 2022, the agreement provided for revolving credit facilities in the aggregate principal amount of up to $ 3.7 billion, consisting of:

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

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

At September 30, 2025, the applicable margin for Term Canadian Overnight Repo Rate Average ("CORRA"), Term Secured Overnight Financing Rate ("SOFR"), British Pounds Sterling and Euro loans was 1.50 %.

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

The applicable margin for base rate and Canadian Prime

Rate loans was 0.50 %.

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

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

As of September 30, 2025, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.25 %.

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

("WSI"), have an asset-based credit agreement that 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.

As of March 31, 2026, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 4.95 %.

Refer to Note 9 for a more detailed discussion on interest rate management.

Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate revolver commitments and (ii) the borrowing base ("Line Cap").

At September 30, 2025, the Line Cap was $ 3.2 billion and the Company had $ 1.7 billion of available borrowing capacity under the ABL Facility, including $ 1.5 billion under the US Facility and $ 190.0 million under the Multicurrency Facility.

Borrowing capacity under the ABL Facility was made available for up to $ 220.0 million of letters of credit and $ 220.0 million of swingline loans.

At September 30, 2025, the available capacity was $ 193.5 million of letters of credit and $ 219.3 million of swingline loans.

The Company had issued $ 26.5 million of standby letters of credit under the ABL Facility at September 30, 2025.

At September 30, 2025, letters of credit and bank guarantees carried fees of 1.625 %.

The Company had approximately $ 1.5 billion of outstanding borrowings under the ABL Facility at September 30, 2025.

Debt issuance costs of $ 13.3 million and $ 19.0 million were included in the carrying value of the ABL Facility at September 30, 2025 and December 31, 2024, respectively.

The ABL Facility and related guarantees are secured by a first priority security interest in substantially all of the assets of WSI and the Company’s other subsidiaries that are borrowers or guarantors under the ABL Facility, subject to customary exclusions.

Refer to Note 17 for details on financing activities completed subsequent to September 30, 2025 whereby the Company amended its ABL Facility to reduce borrowing costs and extend the maturity date to October 16, 2030.

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

At March 31, 2026, the Line Cap was $ 2.9 billion and the Company had $ 1.5 billion of available borrowing capacity under the ABL Facility, including $ 1.3 billion under the US Facility and $ 177.4 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 March 31, 2026, the available capacity was $ 175.6 million of letters of credit and $ 250.0 million of swingline loans.

At March 31, 2026, letters of credit and bank guarantees carried fees of 1.50 %.

The Company had issued $ 24.4 million of standby letters of credit under the ABL Facility at March 31, 2026.

The Company had approximately $ 1.4 billion outstanding principal under the ABL Facility at March 31, 2026.

Debt issuance costs of $ 15.9 million and $ 16.7 million were included in the carrying value of the ABL Facility at March 31, 2026 and December 31, 2025, 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 March 26, 2025, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 6.625 % senior secured notes due 2030 (the "2030 Secured Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S.

persons outside the U.S.

in accordance with Regulation S under the Securities Act.

The 2030 Secured Notes mature on April 15, 2030 and bear interest at a rate of 6.625 % per annum.

Interest is payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2025.

Unamortized deferred financing costs pertaining to the 2030 Secured Notes were $ 6.1 million as of September 30, 2025.

On March 27, 2025, net proceeds from the offering of the 2030 Secured Notes, together with $ 33.0 million of additional borrowings under the ABL Facility, were used to (i) redeem all of WSI's outstanding 6.125 % senior secured notes due 2025 (the "2025 Secured Notes") at a redemption price equal to 100.00 % of the principal amount of the 2025 Notes outstanding, totaling $ 526.5 million, plus accrued and unpaid interest to, but excluding, the redemption date and (ii) pay related fees and expenses.

The 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, and 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”).

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Finance Leases

The Company maintains finance leases primarily for transportation and branch operations-related equipment.

At September 30, 2025 and December 31, 2024, obligations under the finance leases were $ 154.9 million and $ 143.8 million, respectively.

The Company maintains finance leases primarily for transportation-related equipment.

Obligations under finance leases were $ 166.9 million at both March 31, 2026 and December 31, 2025.

Covenant Compliance

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of September 30, 2025.

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of March 31, 2026.

NOTE 7 – Equity

In connection with the stock compensation vesting and stock option exercises described in Note 13, the Company issued 1,301,622 shares of Common Stock during the nine months ended September 30, 2025 .

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

Dividends are subject to declaration by the Board of Directors and requirements of the ABL Facility, Secured Notes, and Delaware law.

Under the program, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month.

In February, May, and July 2025, the Board of Directors declared quarterly dividends of $ 0.07 per share, totaling $ 13.0 million, $ 12.9 million, and $ 12.9 million, respectively.

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

In connection with stock compensation vesting, the Company issued 163,141 shares of Common Stock during the three months ended March 31, 2026.

In February 2025, the Board of Directors approved a quarterly dividend program.

Dividends are subject to declaration by the Board of Directors and requirements of the ABL Facility, the indentures governing the Secured Notes, and Delaware law.

The Board of Directors declared quarterly dividends of $ 0.07 per share for both the three months ended March 31, 2026 and 2025.

Stock Repurchase Program

In September 2024, the Board of Directors approved a reset of the share repurchase program authorizing the Company to repurchase up to $ 1.0 billion of its outstanding shares of Common Stock.

The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing, business, legal, accounting, and other considerations.

During the nine months ended September 30, 2025 , the Company repurchased 2,924,846 shares of Common Stock for $ 80.2 million, excluding excise tax.

As of September 30, 2025, $ 741.7 million of the authorization for future repurchases of Common Stock remained available.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended September 30, 2025

(in thousands) Foreign currency translation Unrealized gains (losses) on hedging activities Total

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 and conditions, 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 requirements of the ABL Facility, the indentures governing the Secured Notes, and Delaware law.

During the three months ended March 31, 2026 and 2025 , respectively, the Company repurchased 352,900 and 1,094,932 shares of Common Stock for $ 7.3 million and $ 32.0 million, excluding excise tax.

As of March 31, 2026, $ 717.1 million of the authorization for future repurchases of Common Stock remained available.

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31, 2026

(in thousands) Foreign currency translation Unrealized (losses) gains on hedging activities Total

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

Other comprehensive income (loss) before reclassifications 161 ( 5,710 ) ( 5,549 )

Reclassifications from AOCI to income — ( 2,431 ) ( 2,431 )

Balance at March 31, 2025 ( 80,559 ) 1,952 ( 78,607 )

Other comprehensive income (loss) before reclassifications 16,278 ( 1,469 ) 14,809

Reclassifications from AOCI to income — ( 2,453 ) ( 2,453 )

Balance at June 30, 2025 ( 64,281 ) ( 1,970 ) ( 66,251 )

Other comprehensive (loss) income before reclassifications ( 3,416 ) 4,813 1,397

Reclassifications from AOCI to income — ( 444 ) ( 444 )

Balance at September 30, 2025 $ ( 70,101 ) $ ( 2,682 ) $ ( 72,783 )

Nine Months Ended September 30, 2024

Balance at March 31, 2026 $ ( 69,420 ) $ 920 $ ( 68,500 )

Three Months Ended March 31, 2025

(in thousands) Foreign currency translation Unrealized gains (losses) on hedging activities Total

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

Other comprehensive (loss) income before reclassifications ( 5,548 ) 18,807 13,259

Reclassifications from AOCI to income — ( 5,267 ) ( 5,267 )

Balance at March 31, 2024 ( 61,579 ) 16,803 ( 44,776 )

Other comprehensive (loss) income before reclassifications ( 4,154 ) 7,247 3,093

Reclassifications from AOCI to income — ( 5,623 ) ( 5,623 )

Balance at June 30, 2024 ( 65,733 ) 18,427 ( 47,306 )

Other comprehensive income (loss) before reclassifications 161 ( 5,710 ) ( 5,549 )

Reclassifications from AOCI to income — ( 2,431 ) ( 2,431 )

Balance at September 30, 2024 $ ( 63,781 ) $ ( 6,143 ) $ ( 69,924 )

Balance at March 31, 2025 $ ( 80,559 ) $ 1,952 $ ( 78,607 )

The Company reclassified amounts from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps.

Associated with these reclassifications, t he Company recorded tax expense of $ 0.7 million and $ 1.5 million for the three months ended September 30, 2025 and 2024, respectively, and tax expense of $ 2.1 million and $ 4.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Associated with these reclassifications, t he Company recorded tax expense of $ 0.1 million and $ 0.6 million for the three months ended March 31, 2026 and 2025, respectively.

Th e interest rate swaps are discussed in Note 9 .

NOTE 8 – Income Taxes

The Company recorded $ 17.0 million and $ 54.9 million of income tax expense for the three and nine months ended September 30, 2025, respectively, and $ 20.6 million and $ 17.4 million of income tax benefit for the three and nine months ended September 30, 2024, respectively.

The Company’s effective tax rate was 28.2 % and 29.0 % for the three and nine months ended September 30, 2025, respectively.

The Company's effective tax rate for the three and nine months ended September 30, 2024 was 22.6 % and 22.2 %, respectively.

The effective tax rate for the three and nine months ended September 30, 2025 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes, non-deductible executive compensation, and discrete tax expense related to equity compensation.

The effective tax rate for the three and nine months ended September 30, 2024 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and non-deductible executive compensation, partially offset by a discrete tax benefit related to equity compensation.

On July 4, 2025, the United States Congress passed the budget reconciliation bill H.R.

1 referred to as the One Big Beautiful Bill (“OBBB”).

The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation.

The Company has evaluated the legislation and does not expect a material impact to its annual effective rate or financial statements.

The Company recorded $ 14.9 million and $ 17.9 million of income tax expense for the three months ended March 31, 2026 and 2025, respectively.

The Company’s effective tax rate was 34.7 % and 29.4 % for the three months ended March 31, 2026 and 2025, respectively.

The effective tax rate for the three months ended March 31, 2026 and 2025 was higher than the US federal statutory rate of 21% primarily due to state and provincial taxes, non-deductible executive compensation and a discrete tax expense related to equity compensation.

NOTE 9 - Derivatives

The Company uses interest rate swaps designated as cash flow hedges to manage fluctuations in interest rates on variable rate debt.

The gains and losses are recorded in accumulated other comprehensive loss and reclassified into interest expense, net during the hedged interest period.

Cash inflows and outflows related to interest rate swaps are presented in interest paid, net within the supplemental section of the consolidated statement of cash flows.

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.

Under the terms of the agreements, the Company receives a floating rate equal to one-month term Secured Overnight Financing Rate ("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.

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The swap agreements terminate on June 30, 2027.

At September 30, 2025, the floating rate that the Company received under the terms of these swap agreements was 4.17 % for the swap agreements entered in January 2023 and 4.14 % for the swap agreements entered in January 2024.

At March 31, 2026, the floating rate that the Company received under the terms of these swap agreements was 3.68 %.

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

(in thousands) Balance Sheet Location September 30, 2025 December 31, 2024

(in thousands) Balance Sheet Location March 31, 2026 December 31, 2025

Cash Flow Hedges:

Interest rate swaps Prepaid expenses and other current assets $ 1,154 $ 6,990

Interest rate swaps Other current assets $ 1,529 $ 24

Interest rate swaps Other non-current assets $ 198 $ —

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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 9), and reflected the amount that the Company would receive or pay for contracts involving the same attributes and maturity dates.

The following table discloses the impact of the interest rate swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2025 and 2024 :

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

(Loss) gain recognized in OCI $ ( 9,636 ) $ 3,947

Gain (loss) recognized in OCI $ 6,257 $ ( 8,403 )

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

Gain reclassified from AOCI into income $ 444 $ 2,431

See Note 7 for the net impact of the interest swaps, including the impact of income taxes, on OCI and AOCI.

NOTE 10 - Fair Value Measures

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The Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include rental equipment, property, plant and equipment, goodwill, intangible assets, and certain other assets.

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at September 30, 2025 and December 31, 2024 approximate their respective book values.

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at March 31, 2026 and December 31, 2025 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.

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The following table shows the carrying amounts and fair values of these financial liabilities measured using Level 2 inputs:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands)

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2031 Secured Notes 445,505 461,754 445,342 470,304

2031 Secured Notes 494,635 521,940 494,329 514,310

Total $ 1,931,193 $ 1,967,009 $ 1,930,043 $ 2,002,864

As of September 30, 2025, the carrying values of the 2028 Secured Notes, the 2029 Secured Notes, the 2030 Secured Notes, and the 2031 Secured Notes included $ 3.6 million, $ 6.6 million, $ 6.1 million, and $ 5.4 million, respectively, of unamortized debt issuance costs, which were presented as direct reductions of the corresponding liabilities.

As of March 31, 2026, the carrying values of the 2028 Secured Notes, the 2029 Secured Notes, the 2030 Secured Notes, and the 2031 Secured Notes included $ 3.0 million, $ 5.8 million, $ 5.5 million, and $ 4.5 million, respectively, of unamortized debt issuance costs, which were presented as direct reductions of the corresponding liabilities.

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 direct reductions of the corresponding liabilities.

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

Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSU's market condition.

The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided.

Restricted Stock Awards

The following table summarizes the Company's RSA activity for the nine months ended September 30, 2025 and 2024 :

The following table summarizes the Company's RSA activity for the three months ended March 31, 2026 and 2025 :

Three Months Ended March 31,

Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value

Outstanding at beginning of period 67,365 $ 27.43 36,346 $ 38.11

Granted 64,070 $ 27.86 32,332 $ 38.20

Vested ( 32,332 ) $ 38.20 ( 28,946 ) $ 44.44

Forfeited ( 14,358 ) $ 27.86 — $ —

Outstanding at end of period 53,007 $ 27.31 36,346 $ 38.11

Compensation expense for RSAs recognized in selling, general and administrative ("SG&A") expense on the condensed consolidated statements of operations was $ 0.5 million and $ 0.3 million for the three months ended September 30, 2025 and 2024, respectively.

Compensation expense for RSAs recognized in SG&A expense was $ 1.2 million and $ 1.0 million for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, unrecognized compensation cost related to RSAs totaled $ 1.2 million and was expected to be recognized over the remaining weighted average vesting period of 0.6 years.

Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $ 0.1 million and $ 0.3 million for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, unrecognized compensation cost related to RSAs totaled $ 0.3 million and was expected to be recognized over the remaining weighted average vesting period of 0.2 years.

Time-Based RSUs

The following table summarizes the Company's Time-Based RSU activity for the nine months ended September 30, 2025 and 2024 :

The following table summarizes the Company's Time-Based RSU activity for the three months ended March 31, 2026 and 2025 :

Three Months Ended March 31,

Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value

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Outstanding at end of period 1,733,845 $ 26.88 716,387 $ 40.52

Compensation expense for Time-Based RSUs recognized in SG&A expense was $ 3.3 million and $ 2.8 million for the three months ended September 30, 2025 and 2024, respectively.

Compensation expense for Time-Based RSUs recognized in SG&A expense was $ 8.4 million and $ 7.8 million for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, unrecognized compensation cost related to Time-Based RSUs totaled $ 24.8 million and was expected to be recognized over the remaining weighted average vesting period of 2.7 years.

Compensation expense for Time-Based RSUs recognized in SG&A expense was $ 3.7 million and $ 2.4 million for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, unrecognized compensation cost related to Time-Based RSUs totaled $ 39.3 million and was expected to be recognized over the remaining weighted average vesting period of 2.7 years.

For 88,771 Time-Based RSUs granted in February 2026, the awards cliff vest after three years .

Performance-Based RSUs

The following table summarizes the Company's Performance-Based RSU activity for the nine months ended September 30, 2025 and 2024 :

The following table summarizes the Company's Performance-Based RSU activity for the three months ended March 31, 2026 and 2025 :

Three Months Ended March 31,

Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value

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Outstanding at end of period 1,166,264 $ 40.81 1,567,017 $ 48.01

(a) The Performance-Based RSUs vested at a weighted average of 78 % of target, or 482,083 shares, and 198 % of target, or 745,323 shares, during the nine months ended September 30, 2025 and 2024, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense was $ 5.6 million and $ 6.4 million for the three months ended September 30, 2025 and 2024, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense was $ 16.6 million and $ 19.5 million for the nine months ended September 30, 2025 and

2024, respectively.

At September 30, 2025, unrecognized compensation cost related to Performance-Based RSUs totaled $ 21.7 million and was expected to be recognized over the remaining weighted average vesting period of 1.1 years.

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

The target number of RSUs may be adjusted from 0 % to 200 % based on the TSR attainment levels defined by the Company's Compensation Committee.

The 100 % target payout is tied to performance at the 50 % percentile, with a payout curve ranging from 0 % (for performance less than the 25 % percentile) to 200 % (for performance above the 85 % percentile).

For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over performance periods of 4.5 years to 4.8 years.

The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee.

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

(a) The Performance-Based RSUs vested at a weighted average of 0 % of target, or 0 shares, and 77 % of target, or 462,883 shares, during the three months ended March 31, 2026 and 2025, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense was $ 3.0 million and $ 5.6 million for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, unrecognized compensation cost related to unvested Performance-Based RSUs, assuming maximum attainment of performance-based metrics, totaled $ 30.9 million, which would be recognized over the remaining weighted average vesting period of 2.1 years.

For 274,410 Performance-Based RSUs granted in February 2026, the awards cliff vest based on the achievement of performance-based conditions over the vesting period of three years .

The target number of RSUs may be adjusted from 0 % to 300 % based on the Company's level of attainment of performance measures defined by the Company's Compensation Committee at the end of each fiscal year during the vesting period.

For 56,702 Performance-Based RSUs granted in February 2026, the awards 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 SmallCap 600 Index over the vesting period of three years.

The target number of RSUs may be adjusted from 0 % to 300 % based on the TSR attainment levels defined by the Company's Compensation Committee at the end of each measurement period during the vesting period.

The grant date fair value of the TSR Performance-Based RSUs was determined using a Monte Carlo simulation model.

Stock Options

The following table summarizes the Company's stock option activity for the nine months ended September 30, 2025 :

The following table summarizes the Company's stock option activity for the three months ended March 31, 2026 :

Three Months Ended March 31, 2026

WillScot Options Weighted-Average Exercise Price per Share Converted

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Granted 100,000 $ 18.83 — $ —

Exercised — $ — ( 786,204 ) $ 12.77

Outstanding at end of period 854,188 $ 16.74 10,884 $ 13.08

Fully vested and exercisable at end of period 534,188 $ 13.60 10,884 $ 13.08

The following table summarizes the Company's stock option activity for the nine months ended September 30, 2024:

The following table summarizes the Company's stock option activity for the three months ended March 31, 2025:

Three Months Ended March 31, 2025

WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share

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Fully vested and exercisable at end of period 534,188 $ 13.60 626,755 $ 13.05

At September 30, 2025, the intrinsic value of stock options outstanding was $ 3.7 million, and the intrinsic value of stock options fully vested and exercisable was $ 4.2 million.

At September 30, 2025, the weighted-average remaining contractual term of options fully vested and exercisable was 2.5 years for WillScot options and 2.3 years for converted Mobile Mini options.

At March 31, 2026, the intrinsic value of stock options outstanding was $ 0.6 million, and the intrinsic value of stock options fully vested and exercisable was $ 2.1 million.

At March 31, 2026, the weighted-average remaining contractual term of options fully vested and exercisable was 2.0 years for WillScot options and 2.0 years for converted Mobile Mini options.

The weighted-average remaining contractual term of all outstanding WillScot options was 4.8 years.

The total pre-tax intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024 was $ 11.8 million and $ 0.2 million, respectively.

Compensation expense for stock options recognized in SG&A expense was $ 0.5 million for both the three and nine months ended September 30, 2025.

At September 30, 2025, unrecognized compensation cost related to stock options totaled $ 2.2 million and was expected to be recognized over the remaining weighted average vesting period of 2.4 years.

The fair value of each stock option award granted during the nine months ended September 30, 2025 was estimated on the grant date using the Black-Scholes option-pricing model.

Compensation expense for stock options recognized in SG&A expense was $ 0.3 million for the three months ended March 31, 2026.

At March 31, 2026, unrecognized compensation cost related to stock options totaled $ 2.5 million and was expected to be recognized over the remaining weighted average vesting period of 2.2 years.

The fair value of each stock option award granted during the three months ended March 31, 2026 was estimated on the grant date using the Black-Scholes option-pricing model.

The assumptions are listed in the table below.

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The Company assesses these matters on a case-by-case basis as they arise and establishes reserves as required.

As of September 30, 2025, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company's consolidated financial position, results of operations, or cash flows.

As of March 31, 2026, 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.

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Refer to the Condensed Consolidated Statements of Cash Flows for total expenditures for additions to long-lived assets.

The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization.

The Company defines EBITDA as net income plus interest (income) expense, income tax (benefit) expense, depreciation and amortization.

The Company reflects further adjustments to EBITDA (“Adjusted EBITDA”) to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core and ongoing business operations.

The measure of profit or loss used by the Chief Operating Decision Maker ("CODM") to evaluate operating segment performance and allocate resources is Adjusted EBITDA.

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 segment, inclusive of indirect costs.

The following table sets forth certain information regarding significant expense categories fo r the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

The following table sets forth certain information regarding significant revenue and expense categories fo r the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in thousands) 2026 2025

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Costs of leasing and services:

Unit leasing 78,444 78,328 227,285 245,586

Unit leasing and other rental-related 76,980 71,744

VAPS and third-party leasing 19,047 16,326

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

(c) Other segment items consist of service agreements, professional fees, real estate and occupancy costs, travel, provision for credit losses, marketing and advertising, taxes, and other miscellaneous expenses.

The following table presents reconciliations of the Company’s net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

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

The following table presents reconciliations of the Company’s net income to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in thousands) 2026 2025

Net income (loss) $ 43,332 $ ( 70,475 ) $ 134,326 $ ( 61,086 )

Income tax expense (benefit) 17,008 ( 20,566 ) 54,902 ( 17,377 )

Net income $ 28,123 $ 43,055

Income tax expense 14,933 17,910

Interest expense, net 53,607 58,469

Depreciation and amortization 92,431 97,092

Currency losses (gains), net 100 ( 129 ) 244 ( 94 )

Currency losses, net 171 223

Restructuring costs, lease impairment expense and other related charges 11,273 702

Termination fee — 180,000 — 180,000

Impairment loss on intangible asset — — — 132,540

Integration and transaction costs 66 261

Stock compensation expense 7,107 8,341

5,251 9,186 7,354 45,283

Adjusted EBITDA $ 211,014 $ 228,785

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

NOTE 16 - Earnings (Loss) Per Share

The following table reconciles the weighted average shares outstanding for the basic earnings per share calculation to the weighted average shares outstanding for the diluted earnings per share calculation:

Three Months Ended September 30, Nine Months Ended September 30,

(a) For the three months ended March 31, 2026, other included $ 1.8 million in non-equity executive transition costs.

NOTE 14 - Earnings Per Share

The following table reconciles the weighted average shares outstanding for the basic earnings per share calculation to the weighted average shares of Common Stock outstanding for the diluted earnings per share calculation:

Three Months Ended March 31,

(in thousands) 2026 2025

Net income (loss) $ 43,332 $ ( 70,475 ) $ 134,326 $ ( 61,086 )

Weighted average Common Shares outstanding – basic 182,004 188,281 182,711 189,362

Net income $ 28,123 $ 43,055

Weighted average shares outstanding – basic 180,987 183,681

Dilutive effect of outstanding securities:

RSAs 11 — 18 —

Time-based RSUs 54 88

1 unchanged sentence

Stock options 183 811

Weighted average Common Shares outstanding – dilutive 182,772 188,281 183,832 189,362

The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive:

Three Months Ended September 30, Nine Months Ended September 30,

Weighted average shares outstanding – dilutive 181,464 185,302

The following potential shares of Common Stock were excluded from the computation of dilutive EPS:

Three Months Ended March 31,

(in thousands) 2026 2025

RSAs — 32 — 32

Time-based RSUs 1,460 567

1 unchanged sentence

Stock options 320 —

Total anti-dilutive shares 2,022 3,812 1,734 3,812

NOTE 17 - Subsequent Event

On October 16, 2025, certain subsidiaries of the Company entered into an amendment to the ABL Facility to, among other things, (i) extend the expiration date of the revolving credit facilities to October 16, 2030;

(ii) reduce the interest rate spreads above (x) the Term SOFR- and Term CORRA-based rates to no more than 137.5 basis points and (y) the base rate and Canadian Prime Rate to no more than 37.5 basis points;

(iii) remove interest rate adjustments to the reference rates, (iv) remove Daily Simple CORRA, which was operative solely prior to the phase-in of Term CORRA, from the available interest rates;

(v) reduce the aggregate principal amount of revolving credit facilities from $ 3.7 billion to $ 3.0 billion to reduce undrawn line fees;

(vi) increase capacity available under the accordion feature from $ 750.0 million to $ 1.0 billion;

and (vii) remove United Kingdom commitments and other United Kingdom-related provisions.

After giving effect to the reduction to the principal amount of the revolving credit facility to $ 3.0 billion, the Company would have had $ 1.5 billion of available borrowing capacity under the ABL Facility as of September 30, 2025.

Total shares 3,252 1,578

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

What changed 10-Q

Item 1. Financial Statements