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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 201 added, 103 removed, 233 unchanged (57% of the section changed)

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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”).

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.

MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto, contained in Part I, Item 1.

Financial Statements of this Quarterly Report on Form 10-Q.

All references to "Notes" in this MD&A are to the notes to our financial statements.

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.

All references to "Notes" in this MD&A are to the notes to our condensed consolidated financial statements.

The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three and six months ended June 30, 2026 or prior periods.

The financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

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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.

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.

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 also provide other services to our customers, including technical expertise and oversight regarding building design and permitting, site preparation, and project management, including expansion or contraction of installed space based on changes in project requirements.

We serve diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico.

As of June 30, 2026, our branch network included approximately 240 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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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.

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.

As 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 41 months as of June 30, 2026.

We believe our lease revenue is predictable due to its recurring nature and the underlying stability and diversification of our lease portfolio.

We complement our core leasing business by selling both new and used units, allowing us to leverage scale, achieve purchasing benefits, and redeploy capital employed in our lease fleet.

Our customers operate in a diversified set of end markets, including construction and infrastructure, commercial and industrial, energy and natural resources, and government and institutions.

Our customers operate in diversified end markets, including construction and infrastructure, commercial and industrial, energy and natural resources, and government and institutions.

Core to our operating model is the ability to redeploy standardized assets across end markets.

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.

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.

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 86% of our revenues for the six months ended June 30, 2026.

Significant Developments

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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.

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.

We believe these actions will reduce expected annual real estate cost increases, leave adequate idle fleet to meet future projected demand, and maintain market coverage and customer service capabilities.

Exiting those locations necessitates the disposal of certain rental equipment.

The Network Optimization Plan encompasses exiting approximately 665 acres of real estate over four years, representing 108 branch and drop lot locations

and approximately 25% of our leased acreage.

The Network Optimization Plan

encompasses exiting approximately 665 acres of real estate over four years, representing 108 branch and drop lot locations and approximately 25% of our leased acreage.

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.

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.

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.

Portable storage units were generally recycled, for which we received proceeds to partially offset the cash paid for the disposal of modular units.

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.

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.

In February 2026 , our Board of Directors declared a quarterly dividend of $0.07 per share.

Dividends paid were $12.7 million for the three months ended March 31, 2026.

For the six months ended June 30, 2026, we recorded restructuring and other related costs for the Network Optimization Plan of $17.8 million, consisting primarily of asset disposal costs.

Total cash paid to implement the Network Optimization plan was $14.9 million for the six months ended June 30, 2026, and was partially offset by total cash proceeds of $6.8 million from portable storage unit recycling.

As of June 30, 2026, we expect 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.

In February and May 2026 , our Board of Directors declared quarterly dividends of $0.07 per share.

Dividends paid were $25.4 million for the six months ended June 30, 2026.

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

During the three months ended March 31, 2026, we repurchased 352,900 shares of Common Stock for $7.3 million, excluding excise tax.

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

During the six months ended June 30, 2026, we repurchased 352,900 shares of Common Stock for $7.3 million, excluding excise tax.

As of June 30, 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.

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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.

First Quarter Summary

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.

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.

These declines were partially offset by increased delivery and installation revenue related to improved activation activity in the quarter and large complex project mix.

• 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.

• Delivery and installation revenue increased $10.9 million, or 12.3%, driven by an increase in large complex projects.

Second Quarter Summary

For the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, results and key drivers of our financial performance included the following:

• Total revenues increased $23.1 million, or 3.9%, to $612.2 million.

The increase in revenue was driven by a $27.4 million increase in delivery and installation revenue related to increased sitework for large complex projects and improved activation activity and a $6.8 million increase in leasing revenue.

The increases were partially due to $12.6 million of total revenue, including both leasing and delivery and installation, associated with a significant event project in the three months ended June 30, 2026.

The increase in total revenue was partially offset by a $7.0 million decline in new sales and a $4.1 million decline in rental unit sales.

• Leasing revenue increased $6.8 million, or 1.5%, primarily driven by a $5.5 million, or 2.2%, increase in modular space leasing revenue, a $3.4 million, or 3.4%, increase in VAPS and third-party leasing revenue, and a decrease of $4.7 million of write-offs of aged receivables recorded as a reduction to revenue.

The increase was partially offset by a $4.6 million, or 5.8%, decrease in portable storage leasing revenue.

• Delivery and installation revenue increased $27.4 million, or 25.3%, driven by an increase in large complex projects and higher overall activity.

• Sales revenue:

new unit sales revenue decreased $13.4 million, or 59.9%, and rental unit sales revenue increased $0.5 million, or 3.7%.

• 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.

new unit sales revenue decreased $7.0 million, or 32.5%, and rental unit sales revenue decreased $4.1 million, or 25.2%.

• Generated net income of $47.0 million for the three months ended June 30, 2026, representing a decrease of $1.0 million, or 2.0%, as compared to the same period in 2025.

Discrete costs during the period included $6.2 million of charges related to the Network Optimization Plan.

• 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.

• 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.

Capital expenditures for rental equipment increased $29.4 million for the three months ended March 31, 2026.

The increase in capital expenditures was driven by an increase in activations for large complex projects.

Net capital expenditures ("Net CAPEX") increased $27.5 million for the three months ended March 31, 2026.

• 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.

During the three months ended March 31, 2026, we deployed Adjusted Free Cash Flow to:

• Generated Adjusted EBITDA of $227.9 million for the three months ended June 30, 2026, representing a decrease of $21.0 million, or 8.4%, as compared to the same period in 2025.

• Net cash provided by operating activities decreased $43.0 million to $162.3 million for the three months ended June 30, 2026.

The decrease in net cash provided by operating activities included $6.1 million of cash outflows related to the execution of our Network Optimization Plan.

• Net cash used in investing activities decreased $95.1 million to $113.0 million.

The three months ended June 30, 2025 included $133.8 million in cash used for acquisitions.

Capital expenditures for rental equipment increased $36.8 million for the three months ended June 30, 2026.

The increase in capital expenditures was driven by increased investments in differentiated fleet to support activations for large complex projects.

Net capital expenditures ("Net CAPEX") increased $38.8 million for the three months ended June 30, 2026.

• Generated Adjusted Free Cash Flow of $55.1 million for the three months ended June 30, 2026 as compared to $130.3 million for the three months ended June 30, 2025.

During the three months ended June 30, 2026, we deployed Adjusted Free Cash Flow to:

• Reduce outstanding borrowings under the senior secured asset-based revolving credit facility (the “ABL Facility”) by $25.6 million.

• Pay a $0.07 per share dividend, returning $12.7 million to our shareholders.

• Repurchase $7.3 million of our Common Stock, reducing outstanding Common Stock by 352,900 shares.

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.

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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.

As such, we include in this Form 10-Q reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

These reconciliations and descriptions of why we believe these measures provide useful information to investors, as well as a description of the limitations of these measures are included in "Reconciliation of Non-GAAP Financial Measures."

Consolidated Results of Operations

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Certain consolidated results of operations for the three months ended March 31, 2026 and 2025 are presented below.

Three Months Ended March 31, 2026 vs.

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

Certain consolidated results of operations for the three months ended June 30, 2026 and 2025 are presented below.

Three Months Ended June 30, 2026 vs.

(in thousands)

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Restructuring costs 5,448 10 5,438

Other expense (income), net 45 (41) 86

Operating income 117,494 126,900 (9,406)

Interest expense, net 53,479 58,977 (5,498)

Income before income tax 64,015 67,923 (3,908)

Income tax expense 17,042 19,984 (2,942)

Net income $ 46,973 $ 47,939 $ (966)

Three Months Ended June 30, 2026 vs.

(in thousands, except units on rent and monthly rental rate) 2026 2025

Adjusted EBITDA $ 227,884 $ 248,913 $ (21,029)

Capital expenditures for rental equipment $ 122,034 $ 85,269 $ 36,765

Net CAPEX $ 113,747 $ 74,984 $ 38,763

Average modular space units on rent 89,835 90,285 (450)

Average modular space utilization rate 69.2 % 59.6 % 960 bps

Average modular space monthly rental rate $ 1,272 $ 1,237 $ 35

Average portable storage units on rent 100,270 107,514 (7,244)

Average portable storage utilization rate 57.3 % 50.8 % 650 bps

Average portable storage monthly rental rate $ 287 $ 282 $ 5

Comparison of Three Months Ended June 30, 2026 and 2025

Total revenue increased $23.1 million, or 3.9%, to $612.2 million for the three months ended June 30, 2026 from $589.1 million for the three months ended June 30, 2025.

The increase in revenue was primarily driven by a $27.4 million increase in delivery and installation revenue related to improved activation activity in the quarter, increased sitework for large complex projects, and a $6.8 million increase in leasing revenue.

The increase in total revenue was partially offset by a $7.0 million decline in new sales compared to the same period in 2025.

Leasing revenue increased $6.8 million, or 1.5%, as compared to the same period in 2025, primarily driven by a $5.5 million, or 2.2%, increase in modular space leasing revenue, a $3.4 million, or 3.4%, increase in VAPS and third-party leasing revenue, and a decrease of $4.7 million of write-offs of aged receivables recorded as a reduction to revenue.

The increase was partially offset by a $4.6 million, or 5.8%, decrease in portable storage leasing revenue.

Delivery and installation revenue increased $27.4 million, or 25.3%, primarily driven by an increase in activations and sitework for large complex projects.

New unit sales decreased $7.0 million, or 32.5% and rental unit sales decreased $4.1 million, or 25.2%.

Total average units on rent for the three months ended June 30, 2026 and 2025 were 190,105 and 197,799, respectively, representing a decrease of 7,694 units, or 3.9%.

Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty, partially offset by increased demand for large complex projects like data centers and a significant event project in the three months ended June 30, 2026.

Modular space average units on rent decreased 450 units, or 0.5%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

The average modular space utilization rate during the three months ended June 30, 2026 was 69.2% as compared to 59.6% 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.

The decline in modular space units on rent was primarily driven by weaker non-residential construction starts, partially offset by increased demand for large complex projects.

Portable storage average units on rent decreased by 7,244 units, or 6.7%, for the three months ended June 30, 2026 driven by lower demand.

The average portable storage unit utilization rate during the three months ended June 30, 2026 was 57.3% as compared to 50.8% 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.

Modular space average monthly rental rates increased 2.8% year over year to $1,272 for the three months ended June 30, 2026, driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates increased 1.8% year over year to $287 for the three months ended June 30, 2026 as a result of the mix effects from higher rates on climate-controlled containers and trailers.

Total VAPS revenues, which are included in leasing revenue, increased to $103.4 million for the three months ended June 30, 2026 from $100.0 million for the three months ended June 30, 2025.

Gross profit:

Gross profit increased $10.2 million, or 3.4%, to $306.3 million for the three months ended June 30, 2026 from $296.1 million for the three months ended June 30, 2025.

The increase in gross profit was a result of a $16.2 million decrease in depreciation of rental equipment resulting from our Network Optimization Plan and increased delivery and installation gross profit of $5.2 million.

The increase in gross profit was partially offset by a $6.0 million decrease in leasing gross profit and a $5.2 million decrease in new and rental unit sales gross profit.

The decrease in leasing gross profit was primarily driven by a decline in units on rent over the course of 2025, partially offset by a sequential increase in units on rent.

The decrease was also driven by an $12.8 million increase in cost of leasing as further described below during the three months ended June 30, 2026.

Cost of leasing and services increased by $34.9 million, or 19.0%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 to support increased activations, including additional large complex project demand, driven primarily by an increase in subcontractor costs of $23.7 million, or 37.4%, and an increase in labor

costs of $7.3 million, or 10.5%.

These increased costs drove a $15.2 million increase to installation expense and a $12.8 million increase to cost of leasing.

Cost of sales decreased by $5.9 million, or 27.8%, primarily driven by lower sales volume.

Our resulting gross profit percentage was 50.0% and 50.3% for the three months ended June 30, 2026 and 2025, respectively.

Selling, general and administrative expense ("SG&A"):

SG&A increased $15.2 million, or 10.5%, to $160.3 million for the three months ended June 30, 2026, as compared to $145.0 million for the three months ended June 30, 2025.

The increase was driven by a a $16.4 million increase in the provision for credit losses and a $5.2 million increase in employee SG&A, excluding stock compensation, which was primarily related to variable compensation.

These increased costs were partially offset by a $2.3 million decrease in service agreements and professional fees and a $1.4 million decrease in travel and entertainment expense.

The $16.4 million increase in the provision for credit losses was partially offset by a decrease in accounts receivable write-offs recorded as a reduction to revenue for a net decrease to income before income tax of $10.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Adjusted EBITDA:

Adjusted EBITDA decreased $21.0 million, or 8.4%, to $227.9 million for the three months ended June 30, 2026 from $248.9 million for the three months ended June 30, 2025.

The decrease was driven by a $6.0 million decrease in leasing gross profit, a $5.2 million decrease in new and rental unit sales gross profit, and a $15.2 million increase in SG&A.

This decrease was partially offset by increased delivery and installation gross profit of $5.2 million.

Other depreciation and amortization:

Other depreciation and amortization decreased $1.2 million to $23.0 million for the three months ended June 30, 2026 as compared to $24.2 million for the three months ended June 30, 2025.

Restructuring costs:

Restructuring costs of $5.4 million for the three months ended June 30, 2026 were primarily due to asset disposal costs as part of the Network Optimization Plan implemented in December 2025.

Interest expense, net:

Interest expense, net decreased $5.5 million, or 9.3%, to $53.5 million for the three months ended June 30, 2026 from $59.0 million for the three months ended June 30, 2025.

The decrease in net interest expense was driven by a decrease in outstanding debt and our overall weighted average interest rate.

Income tax expense:

Income tax expense decreased $2.9 million to $17.0 million for the three months ended June 30, 2026 compared to $20.0 million for the three months ended June 30, 2025.

The decrease in expense was primarily driven by a decrease in income before income tax for the three months ended June 30, 2026.

Capital expenditures for rental equipment:

Capital expenditures for rental equipment increased $36.8 million, to $122.0 million for the three months ended June 30, 2026 from $85.3 million for the three months ended June 30, 2025 as a result of new fleet investments in FLEX and complex units and increased investments in refurbishments to provide capacity to deliver on large project demand.

Net CAPEX increased $38.8 million, or 43.1%, to $113.7 million for the three months ended June 30, 2026 from $75.0 million for the three months ended June 30, 2025, primarily driven by the increase in capital expenditures for rental equipment.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Certain consolidated results of operations for the six months ended June 30, 2026 and 2025 are presented below.

Six Months Ended June 30, 2026 vs.

2025 $ Change

(in thousands)

Leasing and services revenue:

Leasing $ 875,206 $ 877,306 $ (2,100)

Delivery and installation 235,366 197,113 38,253

Sales revenue:

New units 23,581 44,057 (20,476)

Rental units 26,626 30,158 (3,532)

Total revenues 1,160,779 1,148,634 12,145

Costs of leasing and services:

Leasing 204,140 183,408 20,732

Delivery and installation 193,563 161,950 31,613

Costs of sales:

New units 15,267 28,750 (13,483)

Rental units 14,868 15,694 (826)

Depreciation of rental equipment 141,002 162,396 (21,394)

Gross profit 591,939 596,436 (4,497)

Other operating expenses:

Selling, general and administrative 314,266 301,784 12,482

Other depreciation and amortization 46,688 47,328 (640)

Restructuring costs 16,698 385 16,313

Other expense, net 130 605 (475)

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Net income $ 75,096 $ 90,994 $ (15,898)

Three Months Ended March 31, 2026 vs.

Six Months Ended June 30, 2026 vs.

(in thousands, except units on rent and monthly rental rate) 2026 2025

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Average portable storage monthly rental rate $ 285 $ 274 $ 11

Comparison of Three Months Ended March 31, 2026 and 2025

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.

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.

These declines were partially offset by increased delivery and installation revenue related to improved activation activity in the quarter and large complex project mix.

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.

Increased rates partially offset volume declines.

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.

Rental unit sales increased $0.5 million, or 3.7%, and new unit sales decreased $13.4 million, or 59.9%.

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%.

Lower demand was driven by reduced non-residential construct ion project starts due to higher interest rates and increased economic uncertainty.

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.

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.

The decline in modular space units on rent was primarily driven by weaker non-residential construction starts.

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.

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.

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.

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.

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.

Comparison of Six Months Ended June 30, 2026 and 2025

Total revenue increased $12.1 million, or 1.1%, to $1,160.8 million for the six months ended June 30, 2026 from $1,148.6 million for the six months ended June 30, 2025.

The increase in revenue was driven by a $38.3 million increase in delivery and installation revenue related to improved activation activity and increased sitework for large complex projects.

These increases were partially due to $14.0 million of total revenue, including both leasing and delivery and installation, associated with a significant event project in the six months ended June 30, 2026.

Leasing revenue decreased $2.1 million, or 0.2%, as compared to the same period in 2025, primarily driven by a $9.1 million, or 5.8%, decrease in portable storage leasing revenue.

The decrease was partially offset by a $4.2 million, or 2.1%, increase in VAPS and third-party leasing revenue and a $3.4 million, or 0.7%, increase in modular space leasing revenue.

New unit sales decreased $20.5 million, or 46.5%, and rental unit sales decreased $3.5 million, or 11.7%, due to lower sales volume.

Total average units on rent for the six months ended June 30, 2026 and 2025 were 188,102 and 199,477, respectively.

Modular space average units on rent decreased 1,614 units, or 1.8%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

The decline in modular space units on rent was primarily driven by weaker non-residential construction starts, partially offset by increased demand for large complex projects.

The average modular space utilization rate during the six months ended June 30, 2026 was 68.6% as compared to 59.5% 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.

Portable storage average units on rent decreased by 9,761 units, or 8.9%, for the six months ended June 30, 2026 driven by lower demand in 2026.

The average portable storage utilization rate during the six months ended June 30, 2026 was 56.6% as compared to 53.4% during the same period in 2025 due to a decrease in the number of portable storage space units in our fleet as a result of our Network Optimization Plan.

Modular space average monthly rental rates increased 2.8% to $1,256 for the six months ended June 30, 2026, driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates increased 4.0% to $285 for the six months ended June 30, 2026 as a result of the mix effects from higher rates on climate-controlled containers and trailers.

Total VAPS revenues, which are included in leasing revenues, increased to $200.5 million for the six months ended June 30, 2026 from $196.4 million for the six months ended June 30, 2025.

Gross profit:

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.

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.

Gross profit decreased $4.5 million, or 0.8%, to $591.9 million for the six months ended June 30, 2026 from $596.4 million for the six months ended June 30, 2025.

The decrease in gross profit was primarily a result of a $22.8 million decrease in leasing gross profit and a $9.7 million decrease in new and rental unit sales gross profit.

The decrease was partially offset by a $21.4 million decrease in depreciation of rental equipment from our Network Optimization Plan and increased delivery and installation gross profit of $6.6 million.

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.

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%.

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.

The decrease in leasing gross profit was due to the decline in units on rent, as well as an increase in variable costs to support increased activations during the quarter.

Cost of leasing and services increased by $52.3 million, or 15.2%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 to support increased activations, including additional large complex project demand, driven primarily by an increase in subcontractor costs of $33.4 million, or 29.0%, and an increase in labor cost of $10.1 million, or 7.5%.

These increased costs drove a $24.2 million increase to installation expense and an $20.7 million increase to cost of leasing.

Cost of sales decreased by $14.3 million, or 32.2%, primarily driven by lower sales volume.

Our resulting gross profit percentage was 52.1% and 53.7% for the three months ended March 31, 2026 and 2025, respectively.

Our resulting gross profit percentage was 51.0% and 51.9% for the six months ended June 30, 2026 and 2025, respectively.

Selling, general and administrative expense:

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.

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.

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.

SG&A increased $12.5 million, or 4.1%, to $314.3 million for the six months ended June 30, 2026, as compared to $301.8 million for the six months ended June 30, 2025.

The increase was primarily driven by a $19.1 million, or 198.3%, increase in the provision for credit losses and a $8.7 million increase in employee SG&A, excluding stock compensation, which was primarily related to variable compensation.

These increased costs were partially offset by a $6.7 million, or 38.8%, decrease in travel and entertainment expense and a $5.6 million, or 13.7%, decrease in service agreements and professional fees.

The $19.1 million increase in the provision for credit losses was partially offset by a decrease in accounts receivable write-offs recorded as a reduction to revenue for a net decrease to income before income tax of $16.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Adjusted EBITDA:

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.

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.

The decrease was partially offset by increased delivery and installation gross profit.

Adjusted EBITDA decreased $38.8 million, or 8.1%, to $438.9 million for the six months ended June 30, 2026 from $477.7 million for the six months ended June 30, 2025.

The decrease was driven by increased cost of leasing of $20.7 million, increased SG&A of $12.5 million, and decreased new and rental unit sales gross profit of $9.7 million.

The decrease was partially offset by increased delivery and installation gross profit of $6.6 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Other depreciation and amortization:

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.

Restructuring costs:

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.

Other depreciation and amortization decreased $0.6 million to $46.7 million for the six months ended June 30, 2026 as compared to $47.3 million for the six months ended June 30, 2025.

Interest expense, net:

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.

Interest expense decreased $10.4 million to $107.1 million for the six months ended June 30, 2026 from $117.4 million for the six months ended June 30, 2025.

The decrease in net interest expense was driven by a decrease in outstanding debt and our overall weighted average interest rate.

Income tax expense:

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.

The decrease in expense was primarily driven by a decrease in income before income tax for the three months ended March 31, 2026.

Income tax expense decreased $5.9 million to $32.0 million for the six months ended June 30, 2026 from $37.9 million for the six months ended June 30, 2025.

The decrease in expense was driven by a decrease in income before income tax for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Capital expenditures for rental equipment:

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.

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.

Capital expenditures for rental equipment increased $66.2 million, or 41.9%, to $224.0 million for the six months ended June 30, 2026 from $157.8 million for the six months ended June 30, 2025 as a result of new fleet investments in FLEX and complex units and increased investments in refurbishments to provide capacity to deliver on large project demand.

Net CAPEX increased $66.3 million, or 48.4%, to $203.1 million for the six months ended June 30, 2026 from $136.8 million for the six months ended June 30, 2025, primarily driven by the increase in capital expenditures for rental equipment.

Reconciliation of Non-GAAP Financial Measures

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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.

We believe that evaluating performance excluding such items noted above 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.

We believe that evaluating performance excluding such items noted above 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.

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;

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Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

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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

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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.

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.

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Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

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Purchase of property, plant and equipment (4,740) (6,286) (8,369) (10,920)

Proceeds from sale of property, plant and equipment 1,625 1,291

Proceeds from the sale of property, plant and equipment 1,299 302 2,924 1,593

Net CAPEX $ (113,747) $ (74,984) $ (203,093) $ (136,816)

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Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

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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.

At March 31, 2026, we had 1.5 billion of available borrowing capacity under the ABL Facility.

At June 30, 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:

Three Months Ended

Six Months Ended

(in thousands)

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$ 3,580 $ 3,849

Comparison of the Three Months Ended March 31, 2026 and 2025

Comparison of the Six Months Ended June 30, 2026 and 2025

Cash flows from operating activities

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.

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.

Net cash provided by operating activities for the six months ended June 30, 2026 was $353.3 million as compared to $411.9 million for the six months ended June 30, 2025, a decrease of $58.6 million.

The decrease in net cash provided by operating activities resulted from a $65.7 million decrease in the net movements of the operating assets and liabilities.

The decrease in net cash provided by operating activities included $19.5 million of cash outflows related to the execution of our Network Optimization Plan and executive transition costs.

Cash flows from investing activities

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.

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.

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.

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.

Net cash used in investing activities for the six months ended June 30, 2026 was $197.5 million as compared to $273.1 million for the six months ended June 30, 2025, a $75.6 million decrease in net cash used in investing activities.

The decrease in net cash used in investing activities resulted from a $135.3 million decrease in cash used in acquisitions, net of cash acquired.

The decrease was partially offset by a $66.2 million increase in the purchase of rental equipment and refurbishments during the six months ended June 30, 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.

Cash flows from financing activities

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.

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.

Net cash used in financing activities for the six months ended June 30, 2026 was $151.3 million as compared to $135.9 million for the six months ended June 30, 2025, an increase of $15.3 million.

The increase was primarily due to a $81.9 million increase in repayments of borrowings, net of receipts from borrowings.

The increase was partially offset by a $66.0 million decrease in cash used for the repurchase and cancellation of Common Stock during the six months ended June 30, 2026.

Material cash requirements

The Company’s material cash requirements include the following contractual and other obligations:

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.

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 June 30, 2026, $33.5 million of which is obligated to be repaid within the next twelve months.

The Company has no maturities of debt until 2028 other than for finance leases.

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The Company has commitments for future minimum rental payments relating to operating leases, which are primarily for real estate.

As of March 31, 2026, the Company had lease obligations of $360.2 million, with $76.7 million payable within the next twelve months.

As of June 30, 2026, the Company had lease obligations of $356.4 million, with $75.2 million payable within the next twelve months.

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.

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

As of June 30, 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.

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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").

There were no significant changes to the Company's critical accounting estimates during the three months ended March 31, 2026.

There were no significant changes to the Company's critical accounting estimates during the six months ended June 30, 2026.

Recently Issued Accounting Standards

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• our reliance on third-party manufacturers and suppliers;

• impairment of our goodwill, intangible assets and indefinite-life intangible assets;

• impairment of our goodwill and intangible assets;

• our ability to use our net operating loss carryforwards and other tax attributes;

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• 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.

Any forward-looking statement speaks only at the date which it is made, and WillScot undertakes no obligation, and disclaims any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Any forward-looking statement speaks only at the date which it is made, and we undertake no obligation, and disclaims any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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 2. Management’s Discussion and Analysis