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The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the operations and present business environment of WillScot Holdings Corporation (“WillScot”) and its subsidiaries (collectively with WillScot, the “Company,” “we,” “us” or “our”).
−Removed: MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part I, Item 1 of this report.
−Removed: The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three and nine months ended September 30, 2025 or prior periods.
+Added: MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part I, Item 1.
+Added: Financial Statements of this Quarterly Report on Form 10-Q.
+Added: All references to "Notes" in this MD&A are to the notes to our financial statements.
+Added: The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three months ended March 31, 2026 or prior periods.
The financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
−Removed: We use certain non-GAAP financial metrics to supplement the GAAP reported results to highlight key metrics that are used by management to evaluate Company performance.
+Added: We use certain non-GAAP financial measures to supplement the GAAP reported results to highlight key metrics that are used by management to evaluate Company performance.
Reconciliations of GAAP financial information to the disclosed non-GAAP measures are provided in the "Reconciliation of Non-GAAP Financial Measures" section of MD&A.
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We are a leading business services provider specializing in innovative and flexible turnkey space solutions.
−Removed: We offer our customers an extensive selection of space solutions with approximately 150,000 modular space units and 210,000 portable storage units in our fleet.
+Added: We offer our customers an extensive selection of space solutions with over 129,000 modular space units and over 175,000 portable storage units in our fleet.
Our diverse product offering includes:
• Modular Space Solutions :
−Removed: modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions.
+Added: modular office complexes, mobile offices, classrooms, ground level offices, blast-resistant modules, clearspan structures and sanitation solutions.
• Portable Storage Solutions :
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a thoughtfully curated selection of solutions that supports our "Right from the Start" value proposition, including 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 customer experience.
−Removed: We operate a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, site work, installation, disassembly, removal and other services to our customers for an additional fee as part of our leasing and sales operations.
+Added: We operate a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, sitework, installation, disassembly, removal and other services to our customers for an additional fee as part of our leasing and sales operations.
+Added: We also provide incremental value to our customers by providing other services, including technical expertise and oversight for customers regarding building design and permitting, site preparation, and project management, including expansion or contraction of installed space based on changes in project requirements.
We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico.
−Removed: As of September 30, 2025, our branch network included approximately 260 branch locations and additional drop lots to service our over 85,000 customers.
+Added: As of March 31, 2026, our branch network included approximately 250 branch locations and additional drop lots to service our over 85,000 customers.
We primarily lease, rather than sell, our space solutions to customers, which results in a diversified and predictable recurring revenue stream.
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Rental contracts with customers are generally based on a 28-day or monthly rate and billing cycle.
−Removed: Initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us.
−Removed: Given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, is approximately 41 months.
+Added: The initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us.
+Added: Given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, was approximately 40 months as of March 31, 2026.
We believe our lease revenue is predictable due to its recurring nature and the underlying stability and diversification of our lease portfolio.
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We track several leading market indicators to predict demand, including Gross Domestic Product in North America, the Architecture Billings Index, and non-residential construction square foot starts.
−Removed: These indicators, among others, support our demand forecast for our two largest end markets, the commercial and industrial sector and the construction and infrastructure market, which collectively accounted for approximately 85% of our revenues for the nine months ended September 30, 2025.
+Added: These indicators, among others, support our demand forecast for our two largest end markets, the commercial and industrial sector and the construction and infrastructure market, which collectively accounted for approximately 87% of our revenues for the three months ended March 31, 2026.
Significant Developments
−Removed: Leadership Updates
−Removed: On September 3, 2025, we announced that our Board of Directors had unanimously elected Tim Boswell to succeed Brad Soultz as Chief Executive Officer, effective January 1, 2026, and that Mr.
−Removed: Boswell would also join the Board at that time.
−Removed: We also announced that effective immediately, Worthing Jackman, current non-Executive Chairman of the Board, would now serve as Executive Chairman of the Board, both to continue to lead the Board and to assist the CEO and senior management team in achieving the Company’s strategic plan.
−Removed: In addition, Jeff Sagansky was appointed Lead Independent Director, also effective immediately.
−Removed: Network Optimization Initiative
−Removed: As of September 30, 2025, our branch network consisted of approximately 400 physical properties, of which 260 locations were considered branch locations.
−Removed: Real estate leases for branch locations are typically under long-term contracts that may include initial terms of five to ten years with one or two five-year extensions, whereas non-branch locations used for unit storage often have shorter contractual terms.
−Removed: Our real estate footprint has increased over the years through the combination of the legacy WillScot and Mobile Mini respective branch networks, locations acquired through acquisitions, and additional non-branch locations added to store incremental idle fleet.
−Removed: Without intervention, we expect real estate costs to continue to increase 10 to 15 percent per year as they have for the past several years.
−Removed: In 2024, we consolidated the WillScot and Mobile Mini field sales and operations teams into a single leadership structure.
−Removed: In the beginning of 2025, we began evaluating our real estate footprint on a property-by-property basis to reduce our overall real estate costs opportunistically while maintaining market coverage.
−Removed: To exit certain real estate positions, we 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.
−Removed: During the three and nine months ended September 30, 2025, rental equipment identified for disposal was depreciated to its salvage value, resulting in incremental depreciation of rental equipment of $7.3 million and $26.6 million, respectively.
−Removed: Management is considering expanding this program to evaluate all real estate leases maturing in the next four or five years for consolidation opportunities, and we estimate the net book value of rental fleet units that could be disposed of as part of this optimization to be in the range of $250 million to $350 million, which would be recognized as incremental depreciation expense as properties and rental fleet units are identified for exit.
−Removed: We believe this initiative could reduce leased acreage by more than 20% and reduce annual real estate costs by $20 million to $30 million.
−Removed: To the extent we finalize a multi-year network optimization plan by the end of 2025, and the plan is approved by the Board of Directors, we may accelerate the recognition of the $250 million to $350 million of incremental depreciation expense on identified rental equipment into 2025 as a non-cash restructuring charge.
−Removed: Financing Activities
−Removed: On March 26, 2025, Williams Scotsman, Inc.
−Removed: ("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 of the Securities Act of 1933, as amended.
−Removed: On March 27, 2025, net proceeds of 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.
−Removed: We redeemed the 2025 Secured Notes to extend the Company's debt maturity profile, consistent with our capital structure optimization strategy.
−Removed: The redemption did not result in a material gain or loss on extinguishment, as the notes were redeemed at par and related fees were expensed as incurred.
−Removed: On October 16, 2025, we amended our ABL Facility ("Amended ABL Facility") to reduce borrowing costs and extend the maturity date to October 16, 2030.
−Removed: The aggregate principal amount of the Amended ABL Facility was reduced from $3.7 billion to $3.0 billion to reduce undrawn line fees, and the accordion feature was increased from $750 million to $1.0 billion.
−Removed: We anticipate meaningful annual cash interest expense savings of approximately $5.0 million at current borrowing levels with opportunities to further reduce our interest costs in the future based on availability in the Amended ABL Facility and net debt to EBITDA leverage levels.
−Removed: After giving effect to the extension, we have no maturities of debt until 2028 other than for finance leases.
−Removed: On February 18, 2025, our Board of Directors approved a quarterly dividend program.
−Removed: Under the program, subject to declaration by the Board of Directors, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month.
−Removed: In February, May, and July 2025, our Board of Directors declared quarterly dividends of $0.07 per share, totaling $13.0 million, $12.9 million, and $12.9, respectively.
−Removed: Dividends paid were $38.4 million for the nine months ended September 30, 2025.
−Removed: The Company intends to continue its quarterly dividend program, subject to Board approval and based on available cash flow, capital allocation priorities, and market conditions.
+Added: Network Optimization Plan
+Added: In December 2025, we finalized our multi-year Network Optimization Plan, identifying real estate locations for exit, which was approved by the Board of Directors.
+Added: We believe these actions will reduce expected annual real estate cost increases, leave adequate idle fleet to meet future projected demand, and maintain all market coverage and customer service capabilities.
+Added: Exiting those locations necessitates the disposal of certain rental equipment.
+Added: The Network Optimization Plan encompasses exiting approximately 665 acres of real estate over four years, representing 108 branch and drop lot locations
+Added: and approximately 25% of our leased acreage.
+Added: To enable these exits, we 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), concentrated on long idle, nonstandard, or higher repair cost units.
+Added: We expect 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.
+Added: 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.
+Added: Portable storage units were generally recycled, for which we received proceeds to partially offset the cash paid for the disposal of modular units.
+Added: For the three months ended March 31, 2026, we recorded restructuring and other related costs for the Network Optimization Plan of $11.6 million, consisting primarily of asset disposal costs.
+Added: Total cash paid to implement the Network Optimization plan was $8.8 million for the three months ended March 31, 2026, and was partially offset by total cash proceeds of $4.5 million from portable storage unit recycling.
+Added: In February 2026 , our Board of Directors declared a quarterly dividend of $0.07 per share.
+Added: Dividends paid were $12.7 million for the three months ended March 31, 2026.
+Added: We intend to continue our quarterly dividend program, subject to Board approval, the requirements of our debt instruments, and based on available cash flow, capital allocation priorities, and market conditions.
Share Repurchases
−Removed: During the nine months ended September 30, 2025, we repurchased 2,924,846 shares of Common Stock for $80.2 million, excluding excise tax.
−Removed: As of September 30, 2025, $741.7 million of the authorization for future repurchases of the Common Stock remained available.
+Added: During the three months ended March 31, 2026, we repurchased 352,900 shares of Common Stock for $7.3 million, excluding excise tax.
+Added: As of March 31, 2026, $717.1 million of the authorization for future repurchases of the Common Stock remained available.
We executed share repurchases as part of our capital allocation strategy to enhance shareholder value and optimize capital deployment in light of current market valuations.
−Removed: Business Combination and Asset Acquisitions
−Removed: During the nine months ended September 30, 2025, we acquired a regional provider of climate-controlled containers and trailers for $115.6 million, net of cash acquired, which consisted primarily of approximately 2,100 temperature-controlled units.
−Removed: We expect this acquisition to expand our climate-controlled product offering and enhance our regional market presence,
−Removed: with anticipated operational synergies and customer cross-sell opportunities.
−Removed: As of the acquisition date, the fair value of the goodwill recorded 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.
−Removed: The purchase price allocation is preliminary, based on the best estimates of management, and subject to revision as management obtains additional information regarding the valuation of acquired rental equipment and intangible assets.
−Removed: 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 acquisition.
−Removed: During the nine months ended September 30, 2025, we acquired $23.2 million in rental fleet assets from two companies for $25.8 million in cash.
−Removed: Third Quarter Summary
−Removed: For the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, results and key drivers of our financial performance included the following:
+Added: Refer to Part II.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds included in this Quarterly Report on Form 10-Q for more information on our share repurchase program.
+Added: First Quarter Summary
+Added: For the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, results and key drivers of our financial performance included the following:
• Total revenues decreased $10.9 million, or 2.0%, to $548.6 million.
−Removed: The decline in revenue was driven by a decrease in units on rent, a large project in the prior year representing approximately $18.0 million, and a $20.0 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024.
−Removed: The increased write-offs were primarily driven by aged receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding.
−Removed: However, write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in selling, general, and administrative expense ("SG&A") to the extent that the related receivables are already reserved.
−Removed: See further discussion within our Consolidated Results of Operations.
−Removed: • Leasing revenue decreased $21.4 million, or 4.7%, driven by an increase of $15.5 million of write-offs of aged receivables deemed uncollectible recorded as a reduction to revenue, a decrease in total average units on rent of 22,461, or 10.3%, partially offset by a 8.8% increase in average monthly rates.
−Removed: Reductions in non-residential construction project start activity as a result of higher interest rates reduced demand for our services, which resulted in fewer deliveries.
−Removed: Seasonal retail demand, primarily for storage containers, was down $2.6 million year-over-year.
−Removed: • Delivery and installation revenue decreased $16.2 million, or 14.2%, driven by fewer deliveries and a large project in the prior year representing approximately $18.0 million.
+Added: The decline in revenue was driven by a $13.4 million decline in new sales, a $8.9 million decrease in leasing revenue due to a decrease in units on rent, and a $3.4 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2025.
+Added: These declines were partially offset by increased delivery and installation revenue related to improved activation activity in the quarter and large complex project mix.
+Added: • Leasing revenue decreased $8.9 million, or 2.0%, driven by a decrease in total average units on rent of 14,715, or 7.3%, and an increase of $2.4 million of write-offs of aged receivables deemed uncollectible recorded as a reduction to revenue, partially offset by a 6.2% increase in average monthly rates and increased activations in all product lines despite reductions in non-residential construction project start activity.
+Added: • Delivery and installation revenue increased $10.9 million, or 12.3%, driven by an increase in large complex projects.
• Sales revenue:
−Removed: new unit sales revenue increased $0.5 million, or 2.9%, and rental unit sales revenue increased $2.5 million, or 18.8%.
−Removed: • Generated net income of $43.3 million for the three months ended September 30, 2025, representing an increase of $113.8 million, or 161.5%, as compared to the same period in 2024.
−Removed: For the three months ended September 30, 2024 , we recorded a $180.0 million termination fee and $8.8 million in legal and professional fees related to the termination of a merger agreement with McGrath RentC orp ("McGrath").
−Removed: In 2024, we recorded a tax benefit of $20.6 million, as compared to an income tax expense of $17.0 million for the three months ended September 30, 2025.
−Removed: • Generated Adjusted EBITDA of $243.3 million for the three months ended September 30, 2025, representing a decrease of $23.6 million, or 8.8%, as compared to the same period in 2024.
−Removed: • Net cash provided by operating activities increased $192.7 million to $191.2 million cash provided by operating activities for the three months ended September 30, 2025 from $1.6 million net cash used in operating activities for the three months ended September 30, 2024.
−Removed: The increase in net cash provided by operating activities was primarily due to the payment of $203.3 million for the McGrath termination fee and transaction costs from terminated acquisitions during the three months ended September 30, 2024.
+Added: new unit sales revenue decreased $13.4 million, or 59.9%, and rental unit sales revenue increased $0.5 million, or 3.7%.
+Added: • Generated net income of $28.1 million for the three months ended March 31, 2026, representing a decrease of $14.9 million, or 34.7%, as compared to the same period in 2025.
+Added: Discrete costs during the period included $11.6 million of charges related to the Network Optimization Plan.
+Added: • Generated Adjusted EBITDA of $211.0 million for the three months ended March 31, 2026, representing a decrease of $17.8 million, or 7.8%, as compared to the same period in 2025.
+Added: • Net cash provided by operating activities decreased $15.6 million to $191.1 million cash provided by operating activities for the three months ended March 31, 2026 from $206.6 million net cash used in operating activities for the three months ended March 31, 2025.
• Net cash used in investing activities , excluding cash used for acquisitions, increased by $22.6 million.
−Removed: Capital expenditures for rental equipment increased $11.6 million for the three months ended September 30, 2025.
−Removed: Net CAPEX increased $10.4 million for the three months ended September 30, 2025.
−Removed: • Generated Adjusted Free Cash Flow of $122.2 million for the three months ended September 30, 2025 as compared to $143.1 million for the three months ended September 30, 2024.
−Removed: During the three months ended September 30, 2025, we deployed Adjusted Free Cash Flow to:
−Removed: • Reduce outstanding borrowings under the ABL Facility by $84.4 million.
−Removed: • Acquire assets from a local provider of storage solutions for $7.6 million.
−Removed: • Repurchase $8.3 million of our Common Stock, reducing outstanding Common Stock by 296,805 shares.
+Added: Capital expenditures for rental equipment increased $29.4 million for the three months ended March 31, 2026.
+Added: The increase in capital expenditures was driven by an increase in activations for large complex projects.
+Added: Net capital expenditures ("Net CAPEX") increased $27.5 million for the three months ended March 31, 2026.
+Added: • Generated Adjusted Free Cash Flow of $115.6 million for the three months ended March 31, 2026 as compared to $144.8 million for the three months ended March 31, 2025.
+Added: During the three months ended March 31, 2026, we deployed Adjusted Free Cash Flow to:
+Added: • Reduce outstanding borrowings under the senior secured asset-based revolving credit facility (the “ABL Facility”) by $75.1 million.
• Pay a $0.07 per share dividend, returning $12.7 million to our shareholders.
−Removed: • We believe that the predictability of our Adjusted Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities that we see in the market, maintaining appropriate leverage, opportunistically executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions.
−Removed: We also believe our strong operating cash flow generation, countercyclical Net CAPEX profile, and $1.5 billion of available borrowing capacity under our Amended ABL Facility, provide ample liquidity to execute our strategy.
−Removed: In addition to using GAAP financial measurements to evaluate our operating results, we use Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow, which are non-GAAP financial measures.
+Added: • Repurchase $7.3 million of our Common Stock, reducing outstanding Common Stock by 352,900 shares.
+Added: • We believe that the predictability of our Adjusted Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities that we see in the market, maintaining appropriate leverage, executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions.
+Added: We also believe our strong operating cash flow generation, countercyclical Net CAPEX profile, and $1.5 billion of available borrowing capacity under our ABL Facility, provide ample liquidity to execute our strategy.
+Added: In addition to using GAAP financial measures to evaluate our operating results, we use Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow, which are non-GAAP financial measures.
As such, we include in this Form 10-Q reconciliations to their most directly comparable GAAP financial measures.
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Consolidated Results of Operations
−Removed: Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024
−Removed: Certain consolidated results of operations for the three months ended September 30, 2025 and 2024 are presented below.
−Removed: Three Months Ended September 30, 2025 vs.
−Removed: (in thousands)
−Removed: Leasing and services revenue:
−Removed: Leasing $ 434,224 $ 455,578 $ (21,354)
−Removed: Delivery and installation 98,517 114,765 (16,248)
−Removed: Sales revenue:
−Removed: New units 18,370 17,850 520
−Removed: Rental units 15,730 13,239 2,491
−Removed: Total revenues 566,841 601,432 (34,591)
−Removed: Costs of leasing and services:
−Removed: Leasing 97,551 96,050 1,501
−Removed: Delivery and installation 82,058 91,775 (9,717)
−Removed: Costs of sales:
−Removed: New units 13,806 9,665 4,141
−Removed: Rental units 8,174 6,246 1,928
−Removed: Depreciation of rental equipment 83,634 76,212 7,422
−Removed: Gross profit 281,618 321,484 (39,866)
−Removed: Other operating expenses:
−Removed: Selling, general and administrative 137,699 153,343 (15,644)
−Removed: Other depreciation and amortization 24,424 23,108 1,316
−Removed: Termination fee — 180,000 (180,000)
−Removed: Currency gains, net 100 (129) 229
−Removed: Other expense, net 589 380 209
−Removed: Operating income (loss) 118,806 (35,218) 154,024
−Removed: Interest expense, net 58,466 55,823 2,643
−Removed: Income (loss) before income tax 60,340 (91,041) 151,381
−Removed: Income tax expense (benefit) 17,008 (20,566) 37,574
−Removed: Net income (loss) $ 43,332 $ (70,475) $ 113,807
−Removed: Three Months Ended September 30, 2025 vs.
−Removed: (in thousands, except units on rent and monthly rental rate) 2025 2024
−Removed: Adjusted EBITDA $ 243,307 $ 266,863 $ (23,556)
−Removed: Capital expenditures for rental equipment $ 81,018 $ 69,398 $ 11,620
−Removed: Net CAPEX $ 68,939 $ 58,560 $ 10,379
−Removed: Average modular space units on rent 89,390 94,911 (5,521)
−Removed: Average modular space utilization rate 59.3 % 62.1 % (280) bps
−Removed: Average modular space monthly rental rate $ 1,254 $ 1,199 $ 55
−Removed: Average portable storage units on rent 105,792 122,732 (16,940)
−Removed: Average portable storage utilization rate 50.3 % 58.1 % (780) bps
−Removed: Average portable storage monthly rental rate $ 290 $ 265 $ 25
−Removed: Comparison of Three Months Ended September 30, 2025 and 2024
−Removed: Total revenue decreased $34.6 million, or 5.8%, to $566.8 million for the three months ended September 30, 2025 from $601.4 million for the three months ended September 30, 2024.
−Removed: The decline in revenue was driven by a decrease in units on rent and a $20.0 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024.
−Removed: The increased write-offs were primarily driven by accounts receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding.
−Removed: However, 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 to the extent that the related receivables are already reserved.
−Removed: See further discussion below of the net impact to Adjusted EBITDA.
−Removed: Leasing revenue decreased $21.4 million, or 4.7%, as compared to the same period in 2024, driven by a decrease of 22,461 total average units on rent and the increase in accounts receivable write-offs, which drove $15.5 million of the decrease.
−Removed: Increases in average monthly rental rates offset some of these decreases.
−Removed: Delivery and installation revenue decreased $16.2 million, or 14.2%, due to the decline in activations and returns, as well as a large project in the prior year of approximately $18.0 million.
−Removed: Rental unit sales increased $2.5 million, or 18.8%, and new unit sales increased $0.5 million, or 2.9%.
−Removed: Total average units on rent for the three months ended September 30, 2025 and 2024 were 195,182 and 217,643, respectively, representing a decrease of 22,461 units, or 10.3%.
−Removed: Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.
−Removed: Modular space average units on rent decreased 5,521 units, or 5.8%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
−Removed: The average modular space utilization rate during the three months ended September 30, 2025 was 59.3% as compared to 62.1% during the same period in 2024.
−Removed: The decline in modular space units on rent was primarily driven by weaker non-residential construction starts.
−Removed: Portable storage average units on rent decreased by 16,940 units, or 13.8%, for the three months ended September 30, 2025 driven by lower demand in 2025, as well as lower orders related to seasonal retail business that typically occurs in the third and fourth quarters.
−Removed: The average portable storage unit utilization rate during the three months ended September 30, 2025 was 50.3% as compared to 58.1% during the same period in 2024.
−Removed: Modular space average monthly rental rates increased 4.6% year over year to $1,254 for the three months ended September 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities.
−Removed: Average portable storage monthly rental rates increased 9.6% year over year to $290 for the three months ended September 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers.
−Removed: Total VAPS revenues, which were included in leasing revenue, were $100.2 million for both the three months ended September 30, 2025 and 2024.
−Removed: Gross profit:
−Removed: Gross profit decreased $39.9 million, or 12.4%, to $281.6 million for the three months ended September 30, 2025 from $321.5 million for the three months ended September 30, 2024.
−Removed: The decrease in gross profit was a result of a $22.9 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.5 million, a $3.1 million decrease in new and rental unit sales gross profit, and a $7.4 million increase in depreciation of rental equipment.
−Removed: The decrease in leasing gross profit was primarily driven by lower demand in 2025 and the increased accounts receivable write-offs.
−Removed: A $7.3 million increase in depreciation of rental equipment was driven by incremental depreciation recorded for rental equipment identified for disposal as part of the Company's network optimization initiative.
−Removed: Cost of leasing and services decreased by $8.2 million, or 4.4%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, driven primarily by a decrease in subcontractor costs of $17.0 million, or 22.8%, as we continued our insourcing initiatives and reduced variable costs to match demand, partially offset by an increase in materials costs of $1.3 million, or 5.9%, and an increase in labor costs of $4.2 million, or 6.3%.
−Removed: Increased material costs and labor costs were driven by increased sitework expense associated with an increased mix of large, complex projects.
−Removed: We expect to continue adjusting variable costs where appropriate to match demand in the fourth quarter of 2025.
−Removed: Cost of sales increased by $6.1 million, or 38.1%, driven by an increased mix of sales of higher value new units.
−Removed: Our resulting gross profit percentage was 49.7% and 53.5% for the three months ended September 30, 2025 and 2024, respectively.
−Removed: Selling, general and administrative expense:
−Removed: SG&A decreased $15.6 million, or 10.2%, to $137.7 million for the three months ended September 30, 2025, as compared to $153.3 million for the three months ended September 30, 2024.
−Removed: The decrease was driven by a $6.8 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $23.1 million decrease in the provision for credit losses, and a $2.5 million decrease in restructuring costs.
−Removed: These decreased costs were partially offset by a $13.7 million increase in employee SG&A excluding stock compensation, which was primarily related to variable compensation and higher employee insurance costs, as well as an increase of approximately 100 incremental sales headcount, a $2.3 million increase in real estate and occupancy costs, and a $1.3 million increase in service agreements and professional fees
−Removed: Adjusted EBITDA:
−Removed: Adjusted EBITDA decreased $23.6 million, or 9%, to $243.3 million for the three months ended September 30, 2025 from $266.9 million for the three months ended September 30, 2024.
−Removed: The decrease was driven by a $22.9 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.5 million, and a $3.1 million decrease in new and used sales gross profit.
−Removed: The decrease was partially offset by decreased SG&A, excluding discrete costs, of $7.5 million.
−Removed: The net impact to Adjusted EBITDA of accounts receivable write-offs recorded as a reduction to revenue and the provision for credit losses recorded in SG&A was a $17.8 million and $22.1 million reduction to Adjusted EBITDA for the three months ended September 30, 2025 and the three months ended September 30, 2024, respectively, thus resulting in a $4.3 million positive impact to Adjusted EBITDA year over year.
−Removed: Other depreciation and amortization:
−Removed: Other depreciation and amortization increased $1.3 million to $24.4 million for the three months ended September 30, 2025 as compared to $23.1 million for the three months ended September 30, 2024.
−Removed: Termination fee:
−Removed: We paid a termination fee of $180.0 million to McGrath related to the termination of a merger agreement during the three months ended September 30, 2024.
−Removed: This charge did not occur in the third quarter of 2025.
−Removed: Interest expense, net:
−Removed: Interest expense, net increased $2.6 million, or 4.7%, to $58.5 million for the three months ended September 30, 2025 from $55.8 million for the three months ended September 30, 2024.
−Removed: The increase in net interest expense was driven by a decrease in amounts received from the Company’s interest rate swap agreements as a result of decreased benchmark rates.
−Removed: Income tax expense (benefit):
−Removed: Income tax expense was $17.0 million for the three months ended September 30, 2025 compared to income tax benefit of $20.6 million for the three months ended September 30, 2024, an increase in expense of $37.6 million.
−Removed: The increase in expense was primarily driven by an increase in income before income tax for the three months ended September 30, 2025.
−Removed: Capital expenditures for rental equipment:
−Removed: Capital expenditures for rental equipment increased $11.6 million, to $81.0 million for the three months ended September 30, 2025 from $69.4 million for the three months ended September 30, 2024.
−Removed: Net CAPEX increased $10.4 million, or 18%, to $68.9 million for the three months ended September 30, 2025 from $58.6 million for the three months ended September 30, 2024.
−Removed: Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
−Removed: Certain consolidated results of operations for the nine months ended September 30, 2025 and 2024 are presented below.
−Removed: Nine Months Ended September 30, 2025 vs.
−Removed: 2024 $ Change
+Added: Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
+Added: Certain consolidated results of operations for the three months ended March 31, 2026 and 2025 are presented below.
+Added: Three Months Ended March 31, 2026 vs.
(in thousands)
17 unchanged sentences
Other depreciation and amortization 23,669 23,140 529
−Removed: Termination fee — 180,000 (180,000)
−Removed: Impairment loss on intangible asset — 132,540 (132,540)
−Removed: Currency losses (gains), net 244 (94) 338
+Added: Restructuring costs 11,250 375 10,875
Other expense, net 85 646 (561)
4 unchanged sentences
Net income $ 28,123 $ 43,055 $ (14,932)
−Removed: Nine Months Ended September 30, 2025 vs.
+Added: Three Months Ended March 31, 2026 vs.
(in thousands, except units on rent and monthly rental rate) 2026 2025
8 unchanged sentences
Average portable storage monthly rental rate $ 284 $ 267 $ 17
−Removed: Comparison of Nine Months Ended September 30, 2025 and 2024
−Removed: Total revenue decreased $77.7 million, or 4.3%, to $1,715.5 million for the nine months ended September 30, 2025 from $1,793.2 million for the nine months ended September 30, 2024.
−Removed: The decline in revenue was driven by a decrease in units on rent and a $37.6 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024.
−Removed: The increased write-offs were primarily driven by accounts receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding.
−Removed: However, 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 to the extent that the related receivables are already reserved.
−Removed: See further discussion below of the net impact to Adjusted EBITDA.
−Removed: Leasing revenue decreased $63.2 million, or 4.6%, as compared to the same period in 2024, driven by a decrease of 23,869 total average units on rent and the increase in accounts receivable write-offs, which drove $29.2 million of the decrease.
−Removed: Increases in average monthly rental rates offset some of these decreases.
−Removed: Delivery and installation revenues decreased $27.6 million, or 8.6%, due to the decline in activations and returns.
−Removed: Rental unit sales increased $3.5 million, or 8.1%, and new unit sales increased $9.7 million, or 18.4%.
−Removed: Total average units on rent for the nine months ended September 30, 2025 and 2024 were 197,905 and 221,774, respectively.
−Removed: Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.
−Removed: Modular space average units on rent decreased 5,395 units, or 5.7%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
−Removed: The average modular space utilization rate during the nine months ended September 30, 2025 was 59.4% as compared to 62.3% during the same period in 2024.
−Removed: Portable storage average units on rent decreased by 18,474 units, or 14.6%, for the nine months ended September 30, 2025 driven by lower demand in 2025, as well as lower orders related to seasonal retail business that typically occurs in the third and fourth quarters.
−Removed: The average portable storage utilization rate during the nine months ended September 30, 2025 was 52.9% as compared to 61.0% during the same period in 2024.
−Removed: Modular space average monthly rental rates increased 4.9% to $1,232 for the nine months ended September 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities.
−Removed: Average portable storage monthly rental rates increased 6.1% to $279 for the nine months ended September 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers.
−Removed: Total VAPS revenues, which are included in leasing revenues, were $296.6 million for both the nine months ended September 30, 2025 and 2024.
+Added: Comparison of Three Months Ended March 31, 2026 and 2025
+Added: Total revenue decreased $10.9 million, or 2.0%, to $548.6 million for the three months ended March 31, 2026 from $559.6 million for the three months ended March 31, 2025.
+Added: The decline in revenue was primarily driven by a $13.4 million decline in new sales, reduced leasing revenue due to a decrease in units on rent, and a $3.4 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2025.
+Added: These declines were partially offset by increased delivery and installation revenue related to improved activation activity in the quarter and large complex project mix.
+Added: Leasing revenue decreased $8.9 million, or 2.0%, as compared to the same period in 2025, primarily driven by a decrease of 14,715 total average units on rent and the increase in accounts receivable write-offs, which drove $2.4 million of the decrease.
+Added: Increased rates partially offset volume declines.
+Added: Delivery and installation revenue increased $10.9 million, or 12.3%, primarily driven by an increase in large complex projects, resulting in an increase in installation revenue.
+Added: Rental unit sales increased $0.5 million, or 3.7%, and new unit sales decreased $13.4 million, or 59.9%.
+Added: Total average units on rent for the three months ended March 31, 2026 and 2025 were 186,008 and 200,723, respectively, representing a decrease of 14,715 units, or 7.3%.
+Added: Lower demand was driven by reduced non-residential construct ion project starts due to higher interest rates and increased economic uncertainty.
+Added: Modular space average units on rent decreased 2,856 units, or 3.2%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
+Added: The average modular space utilization rate during the three months ended March 31, 2026 was 68.0% as compared to 59.3% during the same period in 2025 due to a decrease in the number of modular space units in our fleet as a result of our Network Optimization Plan.
+Added: The decline in modular space units on rent was primarily driven by weaker non-residential construction starts.
+Added: Portable storage average units on rent decreased by 11,859 units, or 10.8%, for the three months ended March 31, 2026 driven by lower demand.
+Added: The average portable storage unit utilization rate during the three months ended March 31, 2026 was 55.9% as compared to 52.6% during the same period in 2025 due to a decrease in the number of portable storage units in our fleet as a result of our Network Optimization Plan.
+Added: Modular space average monthly rental rates increased 2.6% year over year to $1,240 for the three months ended March 31, 2026, driven by our long-term price optimization strategies and VAPS penetration opportunities.
+Added: Average portable storage monthly rental rates increased 6.4% year over year to $284 for the three months ended March 31, 2026 as a result of the mix effects from higher rates on climate-controlled containers and trailers.
+Added: Total VAPS revenues, which were included in leasing revenue, increased to $97.1 million for the three months ended March 31, 2026 from $96.3 million for the three months ended March 31, 2025.
Gross profit:
−Removed: Gross profit decreased $87.4 million, or 9.1%, to $878.1 million for the nine months ended September 30, 2025 from $965.5 million for the nine months ended September 30, 2024.
−Removed: The decrease in gross profit was a result of a $47.5 million decrease in leasing gross profit, decreased delivery and installation gross profit of $20.9 million, and a $19.3 million increase in depreciation of rental equipment.
−Removed: The decrease was partially offset by a $0.2 million increase in new and rental unit sales gross profit.
−Removed: The decrease in leasing gross profit was primarily driven by lower demand in 2025 and the increased accounts receivable write-offs.
−Removed: The increase in depreciation of rental equipment was driven by incremental depreciation of $26.6 million recorded for rental equipment identified for disposal as part of the network optimization initiative.
−Removed: Cost of leasing and services decreased by $22.5 million, or 4.1%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, driven primarily by a decrease in subcontractor costs of $16.7 million, or 8.8%, as we continued our insourcing initiatives and reduced variable costs to match demand, a decrease in labor cost of $4.3 million, or 2.0%, and a decrease in material costs of $2.4 million, or 3.4%, as we reduced variable costs to match demand.
−Removed: Cost of sales increased by $12.9 million, or 24.2%, driven by an increased mix of sales of higher value new units.
−Removed: Our resulting gross profit percentage was 51.2% and 53.8% for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: SG&A decreased $62.6 million, or 12.5%, to $439.9 million for the nine months ended September 30, 2025, as compared to $502.5 million for the nine months ended September 30, 2024.
−Removed: The decrease was primarily driven by a $40.2 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $8.5 million decrease in restructuring costs, and a $39.7 million, or 243.6%, decrease in the provision for credit losses.
−Removed: These decreased costs were partially offset by an increase of employee SG&A excluding stock compensation of $11.6 million, or 6.1%, primarily relating to variable compensation and higher employee insurance costs, as well as an increase of approximately 100 incremental sales headcount, $5.7 million increase in travel costs associated with our bi-annual Company meeting, a $5.4 million, or 9.9%, increase in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $5.9 million increase in real estate and occupancy costs, and a $2.3 million increase in marketing and advertising expense.
+Added: Gross profit decreased $14.7 million, or 4.9%, to $285.7 million for the three months ended March 31, 2026 from $300.4 million for the three months ended March 31, 2025.
+Added: The decrease in gross profit was a result of a $16.8 million decrease in leasing gross profit and a $4.5 million decrease in new and rental unit sales gross profit.
+Added: The decrease was partially offset by a $5.2 million decrease in depreciation of rental equipment from our Network Optimization Plan and increased delivery and installation gross profit of $1.4 million.
+Added: The decrease in leasing gross profit was primarily driven by a decline in units on rent over the course of 2025, an $8.0 million increase in cost of leasing as further described below, and an increase in accounts receivable write-offs during the three months ended March 31, 2026.
+Added: Cost of leasing and services increased by $17.4 million, or 10.8%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven primarily by an increase in subcontractor costs of $9.7 million, or 18.8%, an increase in materials costs of $4.6 million, or 23.5%, and an increase in labor costs of $2.7 million, or 4.2%.
+Added: These Increased costs drove an $8.9 million increase to installation expense and an $8.0 million increase to cost of leasing primarily to support additional large complex demand.
+Added: Cost of sales decreased by $8.4 million, or 36.1%, primarily driven by lower sales volume.
+Added: Our resulting gross profit percentage was 52.1% and 53.7% for the three months ended March 31, 2026 and 2025, respectively.
+Added: Selling, general and administrative expense:
+Added: SG&A decreased $2.8 million, or 1.8%, to $154.0 million for the three months ended March 31, 2026, as compared to $156.8 million for the three months ended March 31, 2025.
+Added: The decrease was driven by a $5.3 million decrease in travel and entertainment expense and a $3.3 million decrease in service agreements and professional fees.
+Added: These decreased costs were partially offset by a $3.4 million increase in employee SG&A excluding stock compensation, which was primarily related to variable compensation, and a $2.7 million increase in the provision for credit losses.
Adjusted EBITDA:
−Removed: Adjusted EBITDA decreased $57.4 million, or 7%, to $721.0 million for the nine months ended September 30, 2025 from $778.4 million for the nine months ended September 30, 2024.
−Removed: The decrease was driven by a $47.5 million decrease in leasing gross profit and decreased delivery and installation gross profit of $20.9 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
−Removed: The decrease was partially offset by decreased SG&A, excluding discrete costs, of $8.8 million.
−Removed: The net impact to Adjusted EBITDA of write-offs recorded as a reduction to revenue and the provision for credit losses recorded in SG&A was a $37.6 million and $45.3 million reduction to Adjusted EBITDA for the nine months ended September 30, 2025 and the nine months ended September 30, 2024, respectively, thus resulting in a $7.7 million positive impact to Adjusted EBITDA year over year.
+Added: Adjusted EBITDA decreased $17.8 million, or 8%, to $211.0 million for the three months ended March 31, 2026 from $228.8 million for the three months ended March 31, 2025.
+Added: The decrease was primarily driven by a $16.8 million decrease in leasing gross profit and a $4.5 million decrease in new and used sales gross profit.
+Added: The decrease was partially offset by increased delivery and installation gross profit.
Other depreciation and amortization:
−Removed: Other depreciation and amortization increased $12.6 million to $71.8 million for the nine months ended September 30, 2025 as compared to $59.2 million for the nine months ended September 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.
−Removed: Termination fee:
−Removed: We paid a termination fee of $180.0 million to McGrath related to the termination of a merger agreement during the nine months ended September 30, 2024.
−Removed: This charge did not occur in 2025.
−Removed: Impairment loss on intangible asset:
−Removed: Impairment loss on intangible asset was $132.5 million for the nine months ended September 30, 2024 related to the impairment of the Mobile Mini trade name based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.
+Added: Other depreciation and amortization increased $0.5 million to $23.7 million for the three months ended March 31, 2026 as compared to $23.1 million for the three months ended March 31, 2025.
+Added: Restructuring costs:
+Added: Restructuring costs of $11.3 million for the three months ended March 31, 2026 were primarily due to asset disposal costs as part of the Network Optimization Plan implemented in December 2025.
Interest expense, net:
−Removed: Interest expense increased $8.0 million to $175.9 million for the nine months ended September 30, 2025 from $168.0 million for the nine months ended September 30, 2024.
−Removed: The increase in net interest expense was driven by a decrease in amounts received from the Company’s interest rate swap agreements as a result of decreased benchmark rates.
−Removed: Income tax expense (benefit):
−Removed: Income tax expense increased $72.3 million to expense of $54.9 million for the nine months ended September 30, 2025 as compared to a benefit of $17.4 million for the nine months ended September 30, 2024.
−Removed: The increase in expense was driven by an increase in income before income tax for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
+Added: Interest expense, net decreased $4.9 million, or 8.3%, to $53.6 million for the three months ended March 31, 2026 from $58.5 million for the three months ended March 31, 2025.
+Added: The decrease in net interest expense was driven by a decrease in outstanding debt and our overall weighted average interest rate.
+Added: Income tax expense:
+Added: Income tax expense was $14.9 million for the three months ended March 31, 2026 compared to $17.9 million for the three months ended March 31, 2025, a decrease in expense of $3.0 million.
+Added: The decrease in expense was primarily driven by a decrease in income before income tax for the three months ended March 31, 2026.
Capital expenditures for rental equipment:
−Removed: Capital expenditures for rental equipment increased $31.9 million, or 15%, to $238.8 million for the nine months ended September 30, 2025 from $207.0 million for the nine months ended September 30, 2024.
−Removed: Net CAPEX increased $27.7 million, or 16%, to $205.8 million for the nine months ended September 30, 2025 from $178.1 million for the nine months ended September 30, 2024 primarily driven by the increase in capital expenditures for rental equipment.
+Added: Capital expenditures for rental equipment increased $29.4 million, to $101.9 million for the three months ended March 31, 2026 from $72.6 million for the three months ended March 31, 2025 as a result of increased investments in refurbishments and new fleet investments in FLEX and complex units to provide capacity to deliver on large project demand.
+Added: Net CAPEX increased $27.5 million, or 44%, to $89.3 million for the three months ended March 31, 2026 from $61.8 million for the three months ended March 31, 2025.
Reconciliation of Non-GAAP Financial Measures
In addition to using GAAP financial measurements, we use certain non-GAAP financial measures to evaluate our operating results.
−Removed: As such, we include in this Quarterly Report on Form 10-Q reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.
−Removed: Set forth below are definitions and reconciliations to the nearest comparable GAAP measure of certain non-GAAP financial measures used in this Quarterly Report on Form 10-Q along with descriptions of why we believe these measures provide useful information to investors as well as a description of the limitations of these measures.
+Added: Set forth below are definitions of the non-GAAP financial measures used in this Quarterly Report on Form 10-Q, reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, and the reasons why we believe these measures provide useful information to investors.
Each of these non-GAAP financial measures has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for analysis of, results reported under GAAP.
1 unchanged sentence
Adjusted EBITDA
−Removed: We define EBITDA as net income (loss) plus net interest (income) expense, income tax expense (benefit), depreciation and amortization.
+Added: We define EBITDA as net income plus net interest (income) expense, income tax expense (benefit), depreciation and amortization.
Our adjusted EBITDA ("Adjusted EBITDA") reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what we consider transactions or events not related to our core business operations:
5 unchanged sentences
• Non-cash charges for stock compensation plans.
−Removed: • Other expense, including consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, costs to implement a network optimization initiative, non-equity executive transition costs, and unrealized gains and losses on investments.
−Removed: Our Chief Operating Decision Maker evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below.
−Removed: Management believes that evaluating performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company and captures the business performance inclusive of indirect costs.
−Removed: Adjusted EBITDA has limitations as an analytical tool, and you should not consider the measure in isolation or as a substitute for net income (loss), cash flow from operations or other methods of analyzing WillScot’s results as reported under GAAP.
−Removed: Some of these limitations are:
−Removed: • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
−Removed: • Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
−Removed: • Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;
−Removed: • Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
−Removed: • Adjusted EBITDA does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;
−Removed: • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements;
−Removed: • Other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.
−Removed: Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as a measure of cash that will be available to meet our obligations.
−Removed: The following table provides reconciliations of net income (loss) to Adjusted EBITDA:
+Added: • Other expense, including consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, unrealized gains and losses on investments, costs to implement the Company's real estate exits prior to the approval of the Network Optimization Plan, and non-equity executive transition costs.
+Added: Our Chief Operating Decision Maker ("CODM") evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below.
+Added: We believe that evaluating performance excluding such items noted above is meaningful because it provides insight with respect to the intrinsic and
+Added: ongoing operating results of the Company and captures the business performance, inclusive of indirect costs.
+Added: We believe that Adjusted EBITDA is useful to investors because it (i) allows investors to compare performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance;
+Added: (ii) is used by our board of directors and management to assess our performance;
+Added: (iii) may, subject to certain limitations, enable investors to compare the performance of the Company to its competitors;
+Added: (iv) provides additional tools for investors to use in evaluating ongoing operating results and trends;
+Added: and (v) aligns with definitions in our ABL Facility.
+Added: The following table provides reconciliations of net income to Adjusted EBITDA:
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
(in thousands) 2026 2025
−Removed: Net income (loss) $ 43,332 $ (70,475) $ 134,326 $ (61,086)
−Removed: Income tax expense (benefit) 17,008 (20,566) 54,902 (17,377)
+Added: Net income $ 28,123 $ 43,055
+Added: Income tax expense 14,933 17,910
Interest expense, net 53,607 58,469
Depreciation and amortization 92,431 97,092
−Removed: Currency losses (gains), net 100 (129) 244 (94)
+Added: Currency losses, net 171 223
Restructuring costs, lease impairment expense and other related charges 11,273 702
−Removed: Termination fee — 180,000 — 180,000
−Removed: Impairment loss on intangible asset — — — 132,540
Integration and transaction costs 66 261
Stock compensation expense 7,107 8,341
−Removed: 5,251 9,186 7,354 45,283
Adjusted EBITDA $ 211,014 $ 228,785
−Removed: (a) For the three and nine months ended September 30, 2024, respectively, other included $8.8 million and $41.3 million in legal and professional fees related to a terminated transaction.
−Removed: For the three and nine months ended September 30, 2025, other included $1.5 million in costs to implement the Company's network optimization initiative and $1.3 million in non-equity executive transition costs.
−Removed: We define N et CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital Expenditures"), less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which are all included in cash flows from investing activities.
+Added: (a) For the three months ended March 31, 2026, other included $1.8 million in non-equity executive transition costs.
+Added: We define N et CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment, less proceeds from the sale of rental equipment ( excluding proceeds from the implementation of the Network Optimization Plan and real estate exits prior to the approval of the Network Optimization Plan) and proceeds from the sale of property, plant and equipment, which are all included in cash flows from investing activities.
Management believes that the presentation of Net CAPEX provides useful information regarding the net capital invested in our rental fleet and property, plant and equipment each year to assist in analyzing the performance of our business.
1 unchanged sentence
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
(in thousands) 2026 2025
1 unchanged sentence
Proceeds from sale of rental equipment 19,278 14,063
+Added: Proceeds from sale of rental equipment for Network Optimization Plan (4,467) —
+Added: Proceeds from sale of rental equipment for real estate exits prior to approval of the Network Optimization Plan (213) —
Net CAPEX for Rental Equipment (87,342) (58,489)
5 unchanged sentences
less purchases of rental equipment and property, plant and equipment and plus proceeds from sale of rental equipment and property, plant and equipment, which are all included in cash flows from investing activitie s;
−Removed: excluding one-time, nonrecurring payments for transaction costs from terminated acquisitions.
−Removed: Man agement believes that the presentation of Adjusted Free Cash Flow provides useful additional information concerning cash flow available to fund our capital allocation alternatives.
−Removed: The following table provides a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow.
+Added: and excluding payments for and proceeds from the implementation of the Network Optimization Plan and real estate exits prior to the approval of the Network Optimization Plan and payments for executive transition costs.
+Added: Man agement believes that the presentation of Adjusted Free Cash Flow provides useful additional information concerning cash flow available to fund our capital allocation alternatives and allows investors to compare cash generation performance over various reporting periods and against peers.
+Added: The following table provides reconciliations of net cash provided by operating activities to Adjusted Free Cash Flow.
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
(in thousands) 2026 2025
−Removed: Net cash provided by (used in) operating activities $ 191,151 $ (1,562) $ 603,089 $ 382,725
+Added: Net cash provided by operating activities $ 191,058 $ 206,627
Purchase of rental equipment and refurbishments (101,940) (72,552)
2 unchanged sentences
Proceeds from sale of property, plant and equipment 1,625 1,291
−Removed: Cash paid for termination fee — 180,000 — 180,000
−Removed: Cash paid for transaction costs from terminated acquisitions
−Removed: — 23,266 — 32,451
+Added: Cash paid to implement Network Optimization Plan 8,795 —
+Added: Proceeds from sale of rental equipment for Network Optimization Plan (4,467) —
+Added: Cash paid to implement real estate exits prior to approval of the Network Optimization Plan 779 —
+Added: Proceeds from sale of rental equipment for real estate exits prior to approval of the Network Optimization Plan (213) —
+Added: Cash paid for executive transition costs 4,270 —
Adjusted Free Cash Flow $ 115,556 $ 144,795
Liquidity and Capital Resources
−Removed: WillScot is a holding company that derives its operating cash flow from its operating subsidiaries.
−Removed: Our principal sources of liquidity include cash flows generated from operating activities of our subsidiaries, borrowings under our ABL Facility, and issuance of debt securities.
+Added: Our principal sources of liquidity include cash flows generated from operating activities, borrowings under our ABL Facility, and sales of debt securities.
We have consistently accessed the debt and equity capital markets both opportunistically and as necessary to support the growth of our business, desired leverage levels, and other capital allocation priorities.
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We believe that our liquidity sources are sufficient to satisfy our anticipated operating, debt service, and capital cash requirements over the next twelve months and thereafter for the foreseeable future.
−Removed: We continuously review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the acquisition and/or to issue shares of our Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan.
+Added: We regularly review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the acquisition and/or to issue shares of our Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan.
In addition, we continue to evaluate alternatives to optimize our capital structure, which could include the issuance or repurchase of additional unsecured and secured debt, equity securities and/or equity-linked securities.
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From time to time, we may also seek to streamline our capital structure and improve our financial position through refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.
−Removed: Borrowing availability under our Amended ABL Facility is equal to the lesser of $3.0 billion and the applicable borrowing bases.
+Added: Borrowing availability under our ABL Facility is equal to the lesser of $3.0 billion and the applicable borrowing bases.
The borrowing bases are a function of, among other considerations, the value of the assets in the relevant collateral pool, of which our rental equipment represents the largest component.
−Removed: At September 30, 2025, we had $1.5 billion of available borrowing capacity under the Amended ABL Facility.
+Added: At March 31, 2026, we had 1.5 billion of available borrowing capacity under the ABL Facility.
The following summarizes our change in cash and cash equivalents for the periods presented:
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
(in thousands)
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Net change in cash and cash equivalents
−Removed: Comparison of the Nine Months Ended September 30, 2025 and 2024
+Added: $ 956 $ 1,678
+Added: Comparison of the Three Months Ended March 31, 2026 and 2025
Cash flows from operating activities
−Removed: Net cash provided by operating activities for the nine months ended September 30, 2025 was $603.1 million as compared to $382.7 million for the nine months ended September 30, 2024, an increase of $220.4 million.
−Removed: The increase in net cash provided by operating activities was primarily due to the payment of $212.5 million for the McGrath termination fee and transaction costs from terminated acquisitions during the nine months ended September 30, 2024.
+Added: Net cash provided by operating activities for the three months ended March 31, 2026 was $191.1 million as compared to $206.6 million for the three months ended March 31, 2025, a decrease of $15.6 million.
+Added: The decrease in net cash provided by operating activities resulted from a $11.5 million decrease in the net movements of the operating assets and liabilities and a $4.0 million decrease in net income, adjusted for non-cash items, during the three months ended March 31, 2026 The decrease in net cash provided by operating activities included $13.1 million of cash outflows related to the execution of our Network Optimization Plan and executive transition costs.
Cash flows from investing activities
−Removed: Net cash used in investing activities for the nine months ended September 30, 2025 was $349.7 million as compared to $268.7 million for the nine months ended September 30, 2024, an $81.0 million increase in net cash used in investing activities.
−Removed: The increase in net cash used in investing activities resulted from a $59.9 million increase in cash used in acquisitions, net of cash acquired, and a $31.9 million increase in the purchase of rental equipment and refurbishments during the nine months ended September 30, 2025.
+Added: Net cash used in investing activities for the three months ended March 31, 2026 was $84.5 million as compared to $65.0 million for the three months ended March 31, 2025, a $19.6 million increase in net cash used in investing activities.
+Added: The increase in net cash used in investing activities resulted from a $29.4 million increase in the purchase of rental equipment and refurbishments during the three months ended March 31, 2026 as a result of increased investments in refurbishments and new fleet investments in FLEX and complex units to provide capacity to deliver on large project demand.
+Added: The increase was partially offset by a $5.2 million increase in proceeds from the sale of rental equipment and a $3.1 million decrease in cash used in acquisitions, net of cash acquired.
+Added: The $5.2 million increase in proceeds from the sale of rental equipment was driven by $4.5 million of proceeds received from units disposed as part of our Network Optimization Plan.
Cash flows from financing activities
−Removed: Net cash used in financing activities for the nine months ended September 30, 2025 was $248.8 million as compared to $113.2 million for the nine months ended September 30, 2024, an increase of $135.6 million.
−Removed: The increase was primarily due to a $159.6 million increase in repayments of borrowings, net of receipts from borrowings, and a $38.4 million increase in cash used to pay dividends during the nine months ended September 30, 2025.
−Removed: The increase was partially offset by a $47.8 million decrease in cash used for the repurchase and cancellation of common stock and a $9.9 million increase in receipts from issuance of common stock from the exercise of options in the nine months ended September 30, 2025.
+Added: Net cash used in financing activities for the three months ended March 31, 2026 was $105.0 million as compared to $139.9 million for the three months ended March 31, 2025, a decrease of $34.9 million.
+Added: The decrease was primarily due to a $14.8 million decrease in cash used for the repurchase and cancellation of Common Stock during the three months ended March 31, 2026 and a $11.1 million decrease in repayments of borrowings, net of receipts from borrowings.
Material cash requirements
The Company’s material cash requirements include the following contractual and other obligations:
−Removed: The Company has outstanding debt related to its ABL Facility, 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, and finance leases totaling $3.6 billion as of September 30, 2025, $27.4 million of which is obligated to be repaid within the next twelve months.
−Removed: Refer to Note 8 for further information regarding outstanding debt and 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.
−Removed: After giving effect to the extension, the Company has no maturities of debt until 2028 other than for finance leases.
+Added: The Company has outstanding debt related to the ABL Facility, 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, and finance leases totaling $3.5 billion as of March 31, 2026, $31.9 million of which is obligated to be repaid within the next twelve months.
+Added: The Company has no maturities of debt until 2028 other than for finance leases.
+Added: Refer to Note 6 for further information regarding outstanding debt.
Operating leases
The Company has commitments for future minimum rental payments relating to operating leases, which are primarily for real estate.
−Removed: As of September 30, 2025, the Company had lease obligations of $332.8 million, with $88.5 million payable within the next twelve months.
−Removed: In addition to the cash requirements described above, the Company has a dividend program subject to quarterly approval and declaration by the Board of Directors as well as a share repurchase program authorized by the Board of Directors, which allows the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock.
−Removed: As of September 30, 2025, $741.7 million of the authorization for future repurchases of our common stock remained available.
+Added: As of March 31, 2026, the Company had lease obligations of $360.2 million, with $76.7 million payable within the next twelve months.
+Added: In addition to the cash requirements described above, the Company has a dividend program subject to quarterly declaration by the Board of Directors as well as a share repurchase program authorized by the Board of Directors, which allows the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock.
+Added: As of March 31, 2026, $717.1 million of the authorization for future repurchases of our Common Stock remained available.
These programs do not obligate the Company to issue dividends or repurchase shares.
Critical Accounting Estimates
−Removed: Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP.
−Removed: GAAP requires that we make estimates and judgments that affect the reported amount of assets, liabilities, revenue, expenses, and the related disclosure of contingent assets and liabilities.
−Removed: We base these estimates on historical experience and on various other assumptions that we consider reasonable under the circumstances and reevaluate our estimates and judgments as appropriate.
−Removed: Our actual results may differ materially and adversely from our estimates.
−Removed: For a complete discussion of our significant critical accounting estimates, see the “Critical Accounting Estimates” section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report on Form 10-K").
−Removed: There were no significant changes to our critical accounting estimates during the nine months ended September 30, 2025.
+Added: The Company's discussion and analysis of its financial condition, results of operations, liquidity and capital resources is based on its condensed consolidated financial statements, which have been prepared in accordance with GAAP.
+Added: GAAP requires that management makes estimates and judgments that affect the reported amount of assets, liabilities, revenue, expenses, and the related disclosure of contingent assets and liabilities.
+Added: The Company's management bases these estimates on historical experience and on various other assumptions that they consider reasonable under the circumstances and reevaluate their estimates and judgments as appropriate.
+Added: The actual results may differ materially and adversely from its estimates.
+Added: For a complete discussion of the Company's significant critical accounting estimates, see the “Critical Accounting Estimates” section in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report on Form 10-K").
+Added: There were no significant changes to the Company's critical accounting estimates during the three months ended March 31, 2026.
Recently Issued Accounting Standards
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The words “estimates,” “expects,” “anticipates,” “believes,” “forecasts,” “plans,” “intends,” “may,” “will,” “should,” “shall,” “outlook,” “guidance” and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature and relate to expectations for future financial performance or business strategies or objectives.
−Removed: Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
−Removed: Although WillScot believes that these forward-looking statements are based on reasonable assumptions, the Company can give no assurance that any such forward-looking statement will materialize.
+Added: Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in or implied by the forward-looking statements.
+Added: Although we believe that these forward-looking statements are based on reasonable assumptions, we can give no assurance that any such forward-looking statement will materialize.
Important factors that may affect actual results or outcomes include, among others:
−Removed: • economic conditions and changes therein, including financial market conditions and levels of end market demand;
+Added: • economic conditions and changes therein, including financial market conditions and levels of end market demand, as a result of macroeconomic and geopolitical conditions, including international armed conflicts;
• our ability to effectively compete in the modular space and portable storage industries;
−Removed: • our ability to effectively manage our credit risk, collect on our accounts receivable, or recover our rental equipment;
+Added: • our ability to effectively manage our credit risk, collect on our accounts receivable, or recover our rental equipment from customers;
+Added: • our ability to implement our Network Optimization Plan;
• laws and regulations governing antitrust, climate related disclosures, cybersecurity and information technology, privacy, government contracts, anti-corruption, and the environment;
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• our ability to successfully acquire and integrate new operations;
−Removed: • risks associated with cybersecurity threats and IT systems disruptions, including our ability to manage the business in the event a cybersecurity incident or a disaster shuts down or materially impacts our management information systems;
−Removed: • trade policies and changes in trade policies, including the imposition and enforcement of tariffs, trade restrictions, and broader economic measures and their consequences;
+Added: • risks associated with cybersecurity threats and failure of our management information systems;
+Added: • trade policies and changes in trade policies, including the imposition of or increases in tariffs, their enforcement, trade restrictions, and broader economic measures and their consequences;
• fluctuations in interest rates and commodity prices;
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• our ability to close our unit sales transactions;
−Removed: • our ability to maintain an effective system of internal controls and accurately report our financial results;
−Removed: • evolving public disclosure, financial reporting, internal controls, and corporate governance expectations;
−Removed: • our ability to achieve our environmental, social, and governance goals;
+Added: • our ability to achieve sustainability goals;
• operational, economic, political, and regulatory risks;
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• the effect of changes in state building codes on our ability to remarket our buildings;
−Removed: • foreign currency exchange rate exposure;
• significant increases in the costs and restrictions on the availability of raw materials and labor;
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• our ability to recognize deferred tax assets, such as those related to tax loss carryforwards, and utilize future tax savings;
−Removed: • unanticipated changes in tax obligations, adoption of a new tax legislation, or exposure to additional income tax liabilities;
+Added: • unanticipated changes in tax obligations, adoption of new tax legislation, or exposure to additional income tax liabilities;
• our ability to access the capital and credit markets or the ability of key counterparties to perform their obligations to us;
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• covenants that limit our operating and financial flexibility;
−Removed: • our stock price volatility;
• such other risks and uncertainties described in the periodic reports we file with the SEC from time to time (including our 2025 Annual Report on Form 10-K), which are available through the SEC’s EDGAR system at www.sec.gov and on our website.
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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.