What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 154 added, 111 removed, 509 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, 2026 (unaudited)

June 30, 2026 (unaudited)

December 31, 2025

Cash and cash equivalents $ 18,167 $ 14,587

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

Trade receivables, net of allowances for credit losses at June 30, 2026 and December 31, 2025 of $ 70,737 and $ 61,755 , respectively

422,041 394,708

27 unchanged sentences

Preferred Stock:

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

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2026 and December 31, 2025

Common Stock:

$ 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

$ 0.0001 par, 500,000,000 shares authorized and 181,055,275 and 181,184,438 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in-capital 1,706,005 1,725,642

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Leasing and services revenue:

17 unchanged sentences

Restructuring costs 5,448 10 16,698 385

Other expense, net 85 646

Other expense (income), net 45 ( 41 ) 130 605

Operating income 117,494 126,900 214,157 246,334

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 46,973 $ 47,939 $ 75,096 $ 90,994

Other comprehensive income (loss):

Other comprehensive (loss) income

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

( 4,745 ) 16,278 ( 8,161 ) 16,439

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

Net gain (loss) on derivatives, net of income tax expense (benefit) of $ 903 and $( 1,298 ) for the three months ended June 30, 2026 and 2025, respectively, and $ 2,347 and $( 3,991 ) for the six months ended June 30, 2026 and 2025, respectively

2,738 ( 3,922 ) 7,107 ( 12,063 )

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

Total other comprehensive (loss) income ( 2,007 ) 12,356 ( 1,054 ) 4,376

Total comprehensive income $ 44,966 $ 60,295 $ 74,042 $ 95,370

3 unchanged sentences

(in thousands)

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

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

8 unchanged sentences

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

Three Months Ended March 31, 2025

Net income — — — — 46,973 46,973

Other comprehensive loss — — — ( 2,007 ) — ( 2,007 )

Common Stock-based award activity 49 — 7,895 — — 7,895

Dividends — — ( 12,868 ) — — ( 12,868 )

Issuance of Common Stock from the exercise of options 11 — 142 — — 142

Balance at June 30, 2026 181,055 $ 19 $ 1,706,005 $ ( 70,507 ) $ ( 724,858 ) $ 910,659

Six Months Ended June 30, 2025

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

9 unchanged sentences

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 — — — 12,356 — 12,356

Common Stock-based award activity 63 — 8,373 — — 8,373

Repurchase and cancellation of Common Stock ( 1,533 ) — ( 40,079 ) — — ( 40,079 )

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

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

Dividends — — ( 12,899 ) — — ( 12,899 )

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

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

6 unchanged sentences

Stock-based compensation expense 15,002 16,714

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

Deferred income tax expense 23,679 1,129

Other 6,955 2,123

34 unchanged sentences

Capital expenditures accrued or payable $ 22,759 $ 16,035

Accrued Common Stock repurchases $ — $ 10,000

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

13 unchanged sentences

All intercompany balances and transactions are eliminated in consolidation.

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.

The results of operations for the three and six months ended June 30, 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.

17 unchanged sentences

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.

As of June 30, 2026, the Company has disposed of approximately 23,000 portable storage units and 11,000 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.

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

1 unchanged sentence

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

The following table presents charges relating to the Network Optimization Plan recognized in the three and six months ended June 30, 2026 and the total costs incurred to date:

(in thousands) Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 Costs to Date

As of June 30, 2026

Disposal costs $ 5,086 $ 16,336 $ 16,336

1 unchanged sentence

Accelerated depreciation — — 301,863

Other costs 362 362 362

Total charges $ 6,163 $ 17,791 $ 319,654

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

(in thousands) Disposal Costs Relocation Costs

(in thousands) Disposal Costs Relocation Costs Other Costs

Liability as of December 31, 2025 $ — $ — $ —

1 unchanged sentence

Cash payments ( 14,002 ) ( 590 ) ( 260 )

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.

Liability as of June 30, 2026

$ 2,334 $ 503 $ 102

As of June 30, 2026, the Company expects the initiative to result in total future costs of approximately $ 43 million, consisting of rental equipment disposal costs of approximately $ 27 million and rental equipment relocation costs of approximately $ 16 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.

3 unchanged sentences

Geographic Areas

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

The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2026 and 2025 as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

8 unchanged sentences

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 months ended March 31, 2026 and 2025 was as follows:

The Company’s revenue by major product and service line for the three and six months ended June 30, 2026 and 2025 was as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

13 unchanged sentences

(a) Includes revenue from clearspan structures.

(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") .

(b) Includes $ 12.6 million and $ 9.5 million of service revenue for the three months ended June 30, 2026 and 2025, respectively and $ 22.8 million and $ 18.7 million of service revenue for the six months ended June 30, 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 $ 10.3 million and $ 15.1 million, for the three months ended June 30, 2026 and 2025, respectively and $ 23.4 million and $ 25.7 million for the six months ended June 30, 2026 and 2025, respectively.

The majority of revenue ( 71 % and 74 % for the three months ended June 30, 2026 and 2025, respectively, and 73 % and 75 % for the six months ended June 30, 2026, and 2025, respectively) 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") .

9 unchanged sentences

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

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

Activity in the allowance for credit losses for the three and six months ended June 30, 2026 and 2025 was as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

12 unchanged sentences

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

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.

As of June 30, 2026 and December 31, 2025, the Company recorded deferred revenue related to service revenue billed in advance of $ 145.8 million and $ 134.6 million , respectively.

During the three and six months ended June 30, 2026, the Company recognized revenue of $ 21.5 million and $ 47.3 million, respectively, 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.

9 unchanged sentences

(in thousands)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Modular space units $ 3,805,857 $ 3,836,964

4 unchanged sentences

Rental equipment, net $ 3,138,907 $ 3,093,321

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.

At June 30, 2026 and December 31, 2025, rental equipment included $ 137.6 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:

March 31, 2026

Intangible assets, net at the respective balance sheet dates consisted of the following:

June 30, 2026

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

6 unchanged sentences

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

Total intangible assets other than goodwill $ 526,108 $ ( 132,540 ) $ ( 180,136 ) $ 213,432

Total intangible assets $ 526,108 $ ( 132,540 ) $ ( 190,382 ) $ 203,186

December 31, 2025

7 unchanged sentences

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

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

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:

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

Amortization expense related to intangible assets was $ 10.2 million and $ 11.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 20.9 million and $ 23.1 million for the six months ended June 30, and 2025, respectively.

As of June 30, 2026, the expected future amortization expense for intangible assets was as follows for the years ended December 31:

(in thousands)

4 unchanged sentences

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 March 31, 2026 December 31, 2025

(in thousands, except rates) Interest rate Year of maturity June 30, 2026 December 31, 2025

ABL Facility Varies 2030 $ 1,390,520 $ 1,491,267

7 unchanged sentences

Total long-term debt $ 3,461,831 $ 3,557,074

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

Maturities of debt, including finance leases, during the periods subsequent to June 30, 2026 are as follows:

(in thousands)

3 unchanged sentences

Total $ 3,551,735

Asset Backed Lending Facility

Asset-Based Lending Facility

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

1 unchanged sentence

(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 %.

As of June 30, 2026, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 4.94 %.

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 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.

At June 30, 2026, the Line Cap was $ 3.0 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 $ 226.3 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 .

At June 30, 2026, the available capacity was $ 175.6 million of letters of credit and $ 250.0 million of swingline loans.

At June 30, 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 June 30, 2026.

The Company had approximately $ 1.4 billion outstanding principal under the ABL Facility at June 30, 2026.

Debt issuance costs of $ 15.0 million and $ 16.7 million were included in the carrying value of the ABL Facility at June 30, 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").

9 unchanged sentences

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.

Obligations under finance leases were $ 172.4 million at June 30, 2026 and $ 166.9 million at December 31, 2025.

Covenant Compliance

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

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of June 30, 2026.

NOTE 7 – Equity

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

In connection with stock compensation vesting and stock option exercises, the Company issued 223,737 shares of Common Stock during the six months ended June 30, 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.

The Board of Directors declared quarterly dividends of $ 0.07 per share for the first and second quarters of 2026 and 2025.

Stock Repurchase Program

4 unchanged sentences

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.

During the six months ended June 30, 2026 and 2025 , respectively, the Company repurchased 352,900 and 2,628,041 shares of Common Stock for $ 7.3 million and $ 71.9 million, respectively, excluding excise tax.

As of June 30, 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

The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30, 2026

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

3 unchanged sentences

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

Three Months Ended March 31, 2025

Other comprehensive (loss) income before reclassifications ( 4,745 ) 3,057 ( 1,688 )

Reclassifications from AOCI to income — ( 319 ) ( 319 )

Balance at June 30, 2026 $ ( 74,165 ) $ 3,658 $ ( 70,507 )

Six Months Ended June 30, 2025

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

3 unchanged sentences

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 )

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 $ 0.1 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 .

Associated with these reclassifications, t he Company recorded tax expense of $ 0.1 million and $ 0.7 million for the three months ended June 30, 2026 and 2025, respectively, and $ 0.2 million and $ 1.3 million for the six months ended June 30, 2026 and 2025, respectively.

The interest rate swaps are discussed in Note 9.

NOTE 8 – Income Taxes

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.

The Company recorded $ 17.0 million and $ 32.0 million of income tax expense for the three and six months ended June 30, 2026, respectively, and $ 20.0 million and $ 37.9 million for the three and six months ended June 30, 2025, respectively.

The Company’s effective tax rate was 26.6 % and 29.9 % for the three and six months ended June 30, 2026, respectively, and 29.4 % for both the three and six months ended June 30, 2025.

The effective tax rate for the three and six months ended June 30, 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

1 unchanged sentence

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.

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

3 unchanged sentences

The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility.

The swap agreements terminate on June 30, 2027.

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

The swap agreements terminate on

June 30, 2027.

At June 30, 2026, the floating rate that the Company received under the terms of these swap agreements was 3.65 % for the swap agreements entered in January 2023 and 3.64 % for the swap agreements entered in January 2024.

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

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

(in thousands) Balance Sheet Location June 30, 2026 December 31, 2025

Cash Flow Hedges:

Interest rate swaps Other current assets $ 4,874 $ 24

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

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

1 unchanged sentence

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 10), 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 three months ended March 31, 2026 and 2025 :

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2026 2025

11 unchanged sentences

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 March 31, 2026 and December 31, 2025 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 June 30, 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.

1 unchanged sentence

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

6 unchanged sentences

Total $ 1,932,360 $ 1,988,890 $ 1,930,043 $ 2,002,864

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.

As of June 30, 2026, the carrying values of the 2028 Secured Notes, the 2029 Secured Notes, the 2030 Secured Notes, and the 2031 Secured Notes included $ 2.7 million, $ 5.4 million, $ 5.2 million, and $ 4.3 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.

The location and the fair value of derivative assets and liabilities in the condensed consolidated balance sheets are disclosed in Note 9.

4 unchanged sentences

Restricted Stock Awards

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

Three Months Ended March 31,

The following table summarizes the Company's RSA activity for the six months ended June 30, 2026 and 2025 :

Six Months Ended June 30,

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 44,219 $ 26.12 64,070 $ 27.86

Forfeited ( 14,358 ) $ 27.86 — $ —

Vested ( 49,712 ) $ 27.86 ( 32,332 ) $ 38.20

Outstanding at end of period 47,514 $ 25.62 68,084 $ 28.42

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.

Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $ 0.4 million for both the three months ended June 30, 2026 and 2025.

Compensation expense for RSAs recognized in SG&A expense was $ 0.5 million and $ 0.7 million for the six months ended June 30, 2026 and 2025, respectively.

At June 30, 2026, unrecognized compensation cost related to RSAs totaled $ 1.1 million and was expected to be recognized over the remaining weighted average vesting period of 0.9 years.

Time-Based RSUs

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,

The following table summarizes the Company's Time-Based RSU activity for the six months ended June 30, 2026 and 2025 :

Six Months Ended June 30,

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

4 unchanged sentences

Outstanding at end of period 1,714,716 $ 26.88 694,539 $ 40.52

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.

Compensation expense for Time-Based RSUs recognized in SG&A expense was $ 4.4 million and $ 2.6 million for the three months ended June 30, 2026 and 2025, respectively.

Compensation expense for Time-Based RSUs recognized in SG&A expense was $ 8.0 million and $ 5.1 million for the six months ended June 30, 2026 and 2025, respectively.

At June 30, 2026, unrecognized compensation cost related to Time-Based RSUs totaled $ 34.4 million and was expected to be recognized over the remaining weighted average vesting period of 2.4 years.

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

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

Performance-Based RSUs

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,

The following table summarizes the Company's Performance-Based RSU activity for the six months ended June 30, 2026 and 2025 :

Six Months Ended June 30,

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

4 unchanged sentences

Outstanding at end of period 1,164,431 $ 40.79 1,523,444 $ 47.65

(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.

(a) The Performance-Based RSUs vested at a weighted average of 0 % of target, or 0 shares, and 78 % of target, or 482,083 shares, during the six months ended June 30, 2026 and 2025, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense was $ 2.9 million and $ 5.3 million for the three months ended June 30, 2026 and 2025, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense was $ 5.9 million and $ 10.9 million for the six months ended June 30, 2026 and 2025, respectively.

At June 30, 2026, unrecognized compensation cost related to unvested Performance-Based RSUs, assuming maximum attainment of performance-based metrics, totaled $ 27.9 million, which would be recognized over the remaining weighted average vesting period of 1.4 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.

At the end of each fiscal year during the vesting period, the target number of RSUs may be adjusted from 0 % to 300 % based on the Company's level of attainment of performance measures, including financial return metrics such as Revenue, Return on Invested Capital and Adjusted Free Cash Flow, as defined by the Company's Compensation Committee.

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 .

1 unchanged sentence

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

For 243,158 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 a performance period of 4.8 years.

The target number of RSUs may be adjusted from 0 to 583,334 based on the stock price attainment levels defined by the Company's Compensation Committee.

The 243,159 RSU target payout is tied to a stock price of $ 47.50 , with a payout ranging from 0 RSUs (for a stock price less than $ 42.50 ) to 583,334 RSUs (for a stock price of $ 60.00 or greater).

All other outstanding Performance-Based RSUs cliff vest based on achievement of the relative TSR of the Company's Common Stock as compared to the TSR of the constituents in the S&P MidCap 400 Index over the vesting 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.

Stock Options

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

Three Months Ended March 31, 2026

The following table summarizes the Company's stock options activity for the six months ended June 30, 2026 :

Six Months Ended June 30, 2026

WillScot Options Weighted-Average Exercise Price per Share Converted

2 unchanged sentences

Granted 100,000 $ 18.83 — $ —

Exercised — $ — ( 10,884 ) $ 13.08

Outstanding at end of period 854,188 $ 16.74 — $ —

Fully vested and exercisable at end of period 534,188 $ 13.60 — $ —

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

Three Months Ended March 31, 2025

The following table summarizes the Company's stock options activity for the six months ended June 30, 2025:

Six Months Ended June 30, 2025

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

3 unchanged sentences

Fully vested and exercisable at end of period 534,188 $ 13.60 28,685 $ 12.86

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.

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.

At June 30, 2026, the intrinsic value of stock options outstanding was $ 10.4 million, and the intrinsic value of stock options fully vested and exercisable was $ 8.2 million.

At June 30, 2026, the weighted-average remaining contractual term of options fully vested and exercisable was 1.7 years.

The weighted-average remaining contractual term of all outstanding options was 4.6 years.

Compensation expense for stock options recognized in SG&A expense was $ 0.3 million for the three months ended June 30, 2026 and $ 0.6 million for the six months ended June 30, 2026.

At June 30, 2026, unrecognized compensation cost related to stock options totaled $ 2.1 million and was expected to be recognized over the remaining weighted average vesting period of 1.9 years.

The fair value of each stock option award granted during the six months ended June 30, 2026 was estimated on the grant date using the Black-Scholes option-pricing model.

The assumptions are listed in the table below.

2 unchanged sentences

Risk-free rate 3.84 %

Expected term (in years) 6.0

Expected term 6.0 years

Exercise price $ 18.83

3 unchanged sentences

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

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.

As of June 30, 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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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 revenue and expense categories fo r the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table sets forth certain information regarding significant revenue and expense categories fo r the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

24 unchanged sentences

(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,

The following table presents reconciliations of the Company’s net income to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

3 unchanged sentences

Depreciation and amortization 95,259 112,632 187,690 209,724

Currency losses, net 171 223

Currency losses (gains), net 246 ( 79 ) 417 144

Restructuring costs, lease impairment expense and other related charges 5,482 205 16,755 907

1 unchanged sentence

Stock compensation expense 7,895 8,373 15,002 16,714

1,495 ( 629 ) 4,798 2,103

Adjusted EBITDA $ 227,884 $ 248,913 $ 438,898 $ 477,698

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

(a) For the six months ended June 30, 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,

The following table reconciles the weighted average shares of Common Stock 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 June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

2 unchanged sentences

Dilutive effect of outstanding securities:

RSAs 31 20 32 21

Time-based RSUs 252 11 153 50

3 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

RSAs 44 — 22 —

Time-based RSUs 379 634 919 601

3 unchanged sentences

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