WillScot Holdings reports $51.58 million net income for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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Shares of Common Stock, par value $0.0001 per share, outstanding: 181,190,958 181,685,078 shares at July 30, October 29, 2026.

3 unchanged paragraphs

Financial statements 181 changes

3 unchanged paragraphs

Inventories 48,930 45,560

Prepaid expenses 16,220 27,709

June September 30, 2026 (unaudited)

Cash and cash equivalents $ 18,167 15,106 $ 14,587

Trade receivables, net of allowances for credit losses at June September 30, 2026 and December 31, 2025 of $ 70,737 70,905 and $ 61,755 , respectively

Inventories 50,969 45,560

Prepaid expenses 17,996 27,709

Other current assets 50,613 56,060 41,328

1 unchanged paragraph

Total current assets 557,130 557,808 525,051

Rental equipment, net 3,138,907 3,184,873 3,093,321

Property, plant and equipment, net 391,926 401,452 390,220

Operating lease assets 294,918 290,723 310,662

Goodwill 1,256,689 1,256,617 1,257,612

Intangible assets, net 203,186 193,313 224,088

Other non-current assets 22,753 28,025 15,213

Total long-term assets 5,308,379 5,355,003 5,291,116

Total assets $ 5,865,509 5,912,811 $ 5,816,167

1 unchanged paragraph

Accounts payable $ 152,280 $ 109,864

Accrued expenses 133,813 125,896

Accumulated deficit ( 724,858 ) ( 799,954 )

Accounts payable $ 161,442 $ 109,864

Accrued expenses 155,371 125,896

Accrued employee benefits 47,638 39,647 36,176

Deferred revenue and customer deposits 250,567 256,121 237,322

Operating lease liabilities – current 68,797 69,967 70,752

Current portion of long-term debt 33,469 35,174 31,094

Total current liabilities 686,564 717,722 611,104

Long-term debt 3,461,831 3,414,111 3,557,074

Deferred tax liabilities 516,715 534,577 492,332

Operating lease liabilities - non-current 230,206 225,974 241,933

Other non-current liabilities 59,534 61,136 57,470

Long-term liabilities 4,268,286 4,235,798 4,348,809

Total liabilities 4,954,850 4,953,520 4,959,913

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

Common Stock: $ 0.0001 par, 500,000,000 shares authorized and 181,055,275 181,685,078 and 181,184,438 shares issued and outstanding at June September 30, 2026 and December 31, 2025, respectively

Additional paid-in-capital 1,706,005 1,702,566 1,725,642

Accumulated other comprehensive loss ( 70,507 70,011 ) ( 69,453 )

Accumulated deficit ( 673,283 ) ( 799,954 )

Total shareholders' equity 910,659 959,291 856,254

Total liabilities and shareholders' equity $ 5,865,509 5,912,811 $ 5,816,167

4 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Leasing $ 449,684 $ 442,916 $ 875,206 $ 877,306

Delivery and installation 135,844 108,452 235,366 197,113

New units 14,587 21,620 23,581 44,057

Rental units 12,036 16,095 26,626 30,158

Total revenues 612,151 589,083 1,160,779 1,148,634

Leasing $ 451,701 $ 434,224 $ 1,326,907 $ 1,311,530

Delivery and installation 120,866 98,517 356,232 295,630

New units 14,377 18,370 37,958 62,427

Rental units 14,394 15,730 41,020 45,888

Total revenues 601,338 566,841 1,762,117 1,715,475

1 unchanged paragraph

Leasing 108,113 95,338 204,140 183,408

Delivery and installation 110,320 88,154 193,563 161,950

New units 9,049 13,552 15,267 28,750

Rental units 6,165 7,525 14,868 15,694

Depreciation of rental equipment 72,240 88,444 141,002 162,396

Gross profit 306,264 296,070 591,939 596,436

Leasing 102,840 97,551 306,980 280,959

Delivery and installation 102,824 82,058 296,387 244,008

New units 8,313 13,806 23,580 42,556

Rental units 7,415 8,174 22,283 23,868

Depreciation of rental equipment 75,138 83,634 216,140 246,030

Gross profit 304,808 281,618 896,747 878,054

1 unchanged paragraph

Selling, general and administrative 160,258 145,013 314,266 301,784

Other depreciation and amortization 23,019 24,188 46,688 47,328

Restructuring costs 5,448 10 16,698 385

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

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

Interest expense, net 53,479 58,977 107,086 117,446

Income before income tax 64,015 67,923 107,071 128,888

Income tax expense 17,042 19,984 31,975 37,894

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

Basic $ 0.26 $ 0.26 $ 0.41 $ 0.50

Diluted $ 0.26 $ 0.26 $ 0.41 $ 0.49

Selling, general and administrative 154,481 137,767 468,747 439,551

Other depreciation and amortization 22,456 24,424 69,144 71,752

Restructuring costs 1,383 ( 68 ) 18,081 317

Other expense, net 242 689 372 1,294

Operating income 126,246 118,806 340,403 365,140

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and 101 more changes in the filing

Note 1: Summary of Significant Accounting Policies 1 change

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The results of operations for the three and six nine months ended June September 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.

3 unchanged paragraphs

Note 2: Restructuring 19 changes

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

Relocation costs 715 1,093 1,093

In December 2025, the Company's Board of Directors (the "Board of Directors") approved a comprehensive network optimization initiative (the "Network Optimization Plan") designed to reduce real estate costs while maintaining market coverage and customer service capabilities. The Network Optimization Plan encompassed exiting approximately 665 acres of real estate representing 108 branch and drop lot locations and approximately 25 % of the Company's leased acreage. To enable these exits, management identified rental fleet units with a net book value of $ 312.1 million to be abandoned, representing approximately 53,000 units (approximately 31,000 portable storage units and 22,000 modular space units). For the year ended December 31, 2025, the Company recorded restructuring costs for the Network Optimization Plan of $ 301.9 million, consisting of accelerated depreciation of rental equipment. As of June September 30, 2026, the Company has disposed of approximately 23,000 28,000 portable storage units and 11,000 12,000 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, relocation costs, and other related costs. Disposal costs consist of demolition costs, waste removal disposal fees and scrapping removal fees and are recorded within restructuring costs when incurred. Relocation costs consist primarily of costs to relocate units to other branch locations and are recorded within costs of leasing when incurred. The Company does not expect to exit locations until the end of the applicable contractual lease term; therefore, rental expense will continue to be incurred within selling, general and administrative ("SG&A") expense as the Company consumes its right to use the real estate.

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

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

As of September 30, 2026

Disposal costs $ 1,295 $ 17,631 $ 17,631

Relocation costs 288 1,381 1,381

1 unchanged paragraph

Other costs 362 362 362

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

Other costs 88 450 450

Total charges $ 1,671 $ 19,462 $ 321,325

3 unchanged paragraphs

Restructuring and related charges 16,336 1,093 362

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

Restructuring and related charges 17,631 1,381 450

Cash payments ( 16,576 ) ( 1,090 ) ( 310 )

Liability as of June September 30, 2026

As of June September 30, 2026, the Company expects the initiative to result in total future costs of approximately $ 43 41 million, consisting of rental equipment disposal costs of approximately $ 27 26 million and rental equipment relocation costs of approximately $ 16 15 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 changes in the time needed to exit leased properties. The Company's estimates for the charges discussed above exclude any potential income tax effects.

Note 3: Revenue 46 changes

1 unchanged paragraph

June 30, Six Months Ended

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

September 30, Nine Months Ended

1 unchanged paragraph

Canada 32,088 33,119 57,437 56,318

Mexico 8,506 5,248 14,225 10,554

Total revenues $ 612,151 $ 589,083 $ 1,160,779 $ 1,148,634

Canada 30,519 28,453 87,956 84,771

Mexico 6,690 5,303 20,915 15,857

Total revenues $ 601,338 $ 566,841 $ 1,762,117 $ 1,715,475

2 unchanged paragraphs

June 30, Six Months Ended

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

September 30, Nine Months Ended

2 unchanged paragraphs

Portable storage leasing revenue 74,944 79,563 147,467 156,598

Portable storage leasing revenue 74,183 79,756 221,650 236,354

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Leasing revenue 449,684 442,916 875,206 877,306

Delivery and installation revenue 135,844 108,452 235,366 197,113

Total leasing and services revenue 585,528 551,368 1,110,572 1,074,419

New unit sales revenue 14,587 21,620 23,581 44,057

Rental unit sales revenue 12,036 16,095 26,626 30,158

Total revenues $ 612,151 $ 589,083 $ 1,160,779 $ 1,148,634

Leasing revenue 451,701 434,224 1,326,907 1,311,530

Delivery and installation revenue 120,866 98,517 356,232 295,630

Total leasing and services revenue 572,567 532,741 1,683,139 1,607,160

New unit sales revenue 14,377 18,370 37,958 62,427

Rental unit sales revenue 14,394 15,730 41,020 45,888

Total revenues $ 601,338 $ 566,841 $ 1,762,117 $ 1,715,475

1 unchanged paragraph

(b) Includes $ 12.6 12.3 million and $ 9.5 9.6 million of service revenue for the three months ended June September 30, 2026 and 2025, respectively, and $ 22.8 35.1 million and $ 18.7 28.3 million of service revenue for the six nine months ended June September 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 7.0 million and $ 15.1 24.5 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 23.4 30.3 million and $ 25.7 50.2 million for the six nine months ended June September 30, 2026 and 2025, respectively.

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

3 unchanged paragraphs

June 30, Six Months Ended

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

September 30, Nine Months Ended

1 unchanged paragraph

Provision for credit losses 21,950 7,418 39,737 19,756

Write-offs to leasing revenue ( 10,348 ) ( 15,072 ) ( 23,373 ) ( 25,661 )

Write-offs to delivery and installation revenue ( 2,315 ) ( 3,522 ) ( 5,228 ) ( 6,007 )

Balance at beginning of period $ 62,389 70,737 $ 100,291 88,360 $ 61,755 $ 101,693

Provision for credit losses 9,388 17,823 49,126 37,579

Write-offs to leasing revenue ( 6,957 ) ( 24,510 ) ( 30,330 ) ( 50,172 )

Write-offs to delivery and installation revenue ( 1,556 ) ( 5,730 ) ( 6,785 ) ( 11,737 )

Write-offs to new units sales revenue ( 545 366 ) ( 587 955 ) ( 1,230 1,596 ) ( 1,001 1,956 )

Write-offs to rental units sales revenue ( 408 275 ) ( 390 637 ) ( 923 1,197 ) ( 667 1,303 )

Total write-offs recorded as a reduction to revenue, net of recoveries ( 13,616 9,154 ) ( 19,571 31,832 ) ( 30,754 39,908 ) ( 33,336 65,168 )

Foreign currency translation and other 14 222 ( 1 66 ) 247 ( 26 ) ( 68 ) 221

Balance at end of period $ 70,737 70,905 $ 88,360 74,325 $ 70,737 70,905 $ 88,360 74,325

The decrease in write-offs during the current period was primarily attributable to elevated write-offs recognized in the prior-year period. As part of an effort to resolve long-outstanding balances, the Company wrote off a population of aged receivables that had accumulated over multiple reporting periods and for which substantial allowances had previously been recorded.

1 unchanged paragraph

When customers are billed in advance for services, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract. The balance sheet classification of deferred revenue is determined based on the contractual lease term. For contracts that continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed. As of June September 30, 2026 and December 31, 2025, the Company recorded deferred revenue related to service revenue billed in advance of $ 145.8 150.3 million and $ 134.6 million , respectively. During the three and six nine months ended June September 30, 2026, the Company recognized revenue of $ 21.5 16.5 million and $ 47.3 63.8 million, respectively, for service revenue billed in advance that was recorded as deferred revenue as of December 31, 2025.

2 unchanged paragraphs

Note 4: Rental Equipment 8 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

Modular space units $ 3,805,857 3,867,627 $ 3,836,964

Portable storage units 996,648 980,156 1,097,908

Value added products 233,429 238,992 229,920

Total rental equipment 5,035,934 5,086,775 5,164,792

Less: accumulated depreciation ( 1,897,027 1,901,902 ) ( 2,071,471 )

Rental equipment, net $ 3,138,907 3,184,873 $ 3,093,321

At June September 30, 2026 and December 31, 2025, rental equipment included $ 137.6 107.5 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 7 changes

5 unchanged paragraphs

Trade names 1.5 165,500 ( 132,540 ) ( 27,763 ) 5,197

Trade names 1.4 165,500 ( 132,540 ) ( 29,554 ) 3,406

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Total intangible assets $ 526,108 $ ( 132,540 ) $ ( 190,382 200,255 ) $ 203,186 193,313 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated impairment loss Accumulated amortization Net book value

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2026 (remaining) $ 19,308

Amortization expense related to intangible assets was $ 10.2 9.9 million and $ 11.8 11.5 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 20.9 30.8 million and $ 23.1 34.6 million for the six nine months ended June September 30, 2026 and 2025, respectively.

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

2026 (remaining) $ 9,435

Note 6: Debt 20 changes

1 unchanged paragraph

2026 (remaining) $ 21,919

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

ABL Facility Varies 2030 $ 1,390,520 1,379,891 $ 1,491,267

2028 Secured Notes 4.625 % 2028 497,307 497,607 496,718

2029 Secured Notes 6.625 % 2029 494,609 495,022 493,803

2030 Secured Notes 6.625 % 2030 494,773 495,077 494,180

2031 Secured Notes 7.375 % 2031 445,671 401,259 445,342

Finance Leases Varies Varies 172,420 180,429 166,858

Total debt 3,495,300 3,449,285 3,588,168

Less: current portion of long-term debt 33,469 35,174 31,094

Total long-term debt $ 3,461,831 3,414,111 $ 3,557,074

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

2026 (remaining) $ 11,546

2 unchanged paragraphs

As of June September 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 4.97 %. 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 a borrowing base (the "Line Cap"). At June September 30, 2026, the Line Cap was $ 3.0 billion and the Company had $ 1.5 1.6 billion of available borrowing capacity under the ABL Facility, including $ 1.3 billion under the US Facility and $ 226.3 250.0 million under the Multicurrency Facility. Borrowing capacity under the ABL Facility is made available for up to $ 200.0 million letters of credit and $ 250.0 million of swingline loans. At June September 30, 2026, the available capacity was $ 175.6 million of letters of credit and $ 250.0 million of swingline loans. At June September 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 primarily related to insurance programs under the ABL Facility at June September 30, 2026. Debt issuance costs of $ 15.0 14.1 million and $ 16.7 million were included in the carrying value of the ABL Facility at June September 30, 2026 and December 31, 2025, respectively .

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

The 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, and 2031 Secured Notes (collectively, "the Secured Notes") are unconditionally guaranteed by certain subsidiaries of the Company (collectively, "the Note Guarantors"). WillScot is not a guarantor of the Secured Notes. The Note Guarantors are guarantors or borrowers under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the Secured Notes. The Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of WSI and the Note Guarantors securing the ABL Facility. Upon the repayment of the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes (other than certain permitted liens), the collateral securing the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will be released and the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions.

On September 25, 2026, the Company redeemed $ 45.0 million of the 2031 Secured Notes at a redemption price equal to 103 % of the principal amount of the 2031 Secured Notes redeemed, totaling $ 46.4 million, and recorded a loss on extinguishment of debt of $ 1.8 million. As of September 30, 2026, the aggregate principal amount outstanding for the 2031 Secured Notes was $ 405.0 million. Unamortized deferred financing costs pertaining to the 2031 Secured Notes were $ 3.7 million as of September 30, 2026.

The Company maintains finance leases primarily for transportation-related equipment. Obligations under finance leases were $ 172.4 180.4 million at June September 30, 2026 and $ 166.9 million at December 31, 2025.

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

Note 7: Equity 15 changes

In connection with stock compensation vesting and stock option exercises, the Company issued 223,737 853,540 shares of Common Stock during the six nine months ended June September 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. In July 2026, the Board of Directors established a dividend committee (the "Dividend Committee") authorized to approve quarterly dividends within parameters approved by the Board of Directors. The Dividend Committee declared a dividend of $ 0.07 per share for the third quarter of 2026. The Board of Directors declared quarterly dividends of $ 0.07 per share for the first and second quarters of 2026 and the first, second, and third quarters of 2025.

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During the six nine months ended June September 30, 2026 and 2025 , respectively, the Company repurchased 352,900 and 2,628,041 2,924,846 shares of Common Stock for $ 7.3 million and $ 71.9 80.2 million, respectively, excluding excise tax. As of June September 30, 2026, $ 717.1 million of the authorization for future repurchases of Common Stock remained available.

1 unchanged paragraph

Six Months Ended June 30, 2026

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

Nine Months Ended September 30, 2026

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Six Months Ended June 30, 2025

Other comprehensive (loss) income before reclassifications ( 1,226 ) 2,190 964

Reclassifications from AOCI to income — ( 468 ) ( 468 )

Balance at September 30, 2026 $ ( 75,391 ) $ 5,380 $ ( 70,011 )

Nine Months Ended September 30, 2025

8 unchanged paragraphs

Other comprehensive income (loss) before reclassifications ( 5,820 ) 1,770 ( 4,050 )

Reclassifications from AOCI to income — ( 2,482 ) ( 2,482 )

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

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 $ 0.7 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 0.2 0.3 million and $ 1.3 2.1 million for the six nine months ended June September 30, 2026 and 2025, respectively. The interest rate swaps are discussed in Note 9.

Note 8: Income Taxes 2 changes

The Company recorded $ 17.0 19.7 million and $ 32.0 51.7 million of income tax expense for the three and six nine months ended June September 30, 2026, respectively, and $ 20.0 17.0 million and $ 37.9 54.9 million for the three and six nine months ended June September 30, 2025, respectively. The Company's effective tax rate was 26.6 27.6 % and 29.9 29.0 % for the three and six nine months ended June September 30, 2026, respectively, and 29.4 was 28.2 % and 29.0 % for both the three and six nine months ended June September 30, 2025, respectively.

The effective tax rate for the three and six nine months ended June September 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 9 changes

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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 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 September 30, 2026, the floating rate that the Company received under the terms of these swap agreements was 3.90 % for the swap agreements entered in January 2023 and 3.89 % for the swap agreements entered in January 2024.

1 unchanged paragraph

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

Interest rate swaps Other current assets $ 4,874 7,218 $ 24

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Six Months Ended June 30,

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 six nine months ended June September 30, 2026 and 2025 :

Nine Months Ended September 30,

1 unchanged paragraph

Gain (loss) recognized in OCI $ 10,217 12,976 $ ( 11,170 9,636 )

1 unchanged paragraph

Gain reclassified from AOCI into income $ 763 1,231 $ 4,884 7,366

1 unchanged paragraph

Note 10: Fair Value Measures 9 changes

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The Company has assessed that the fair values of cash and short-term deposits, marketable securities, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. The Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include rental equipment, property, plant and equipment, goodwill, intangible assets, and certain other assets. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at June September 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 paragraph

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.

June September 30, 2026 December 31, 2025

2028 Secured Notes $ 497,307 497,607 $ 496,135 485,710 $ 496,718 $ 498,640

2029 Secured Notes 494,609 511,205 495,022 498,750 493,803 516,455

2030 Secured Notes 494,773 515,440 495,077 497,990 494,180 517,465

2031 Secured Notes 445,671 466,110 401,259 407,588 445,342 470,304

Total $ 1,932,360 1,888,965 $ 1,988,890 1,890,038 $ 1,930,043 $ 2,002,864

As of June September 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 2.4 million, $ 5.4 5.0 million, $ 5.2 4.9 million, and $ 4.3 3.7 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.

1 unchanged paragraph

Note 11: Stock-Based Compensation 40 changes

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Six Months Ended June 30,

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

Nine Months Ended September 30,

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Six Months Ended June 30,

Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $ 0.4 0.3 million and $ 0.5 million for both the three months ended June September 30, 2026 and 2025, respectively. Compensation expense for RSAs recognized in SG&A expense was $ 0.5 0.8 million and $ 0.7 1.2 million for the six nine months ended June September 30, 2026 and 2025, respectively. At June September 30, 2026, unrecognized compensation cost related to RSAs totaled $ 1.1 0.8 million and was expected to be recognized over the remaining weighted average vesting period of 0.9 0.6 years.

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

Nine Months Ended September 30,

2 unchanged paragraphs

Forfeited ( 54,548 ) $ 32.15 ( 33,936 ) $ 41.25

Vested ( 243,830 ) $ 41.09 ( 240,020 ) $ 39.90

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

Granted 1,080,919 $ 22.53 391,843 677,853 $ 35.27 31.08

Forfeited ( 65,862 ) $ 31.01 ( 53,320 ) $ 40.92

Vested ( 368,255 ) $ 35.58 ( 242,578 ) $ 39.79

Outstanding at end of period 1,578,977 $ 27.06 958,607 $ 35.92

Compensation expense for Time-Based RSUs recognized in SG&A expense was $ 4.4 million and $ 2.6 3.3 million for the three months ended June September 30, 2026 and 2025, respectively. Compensation expense for Time-Based RSUs recognized in SG&A expense was $ 8.0 12.4 million and $ 5.1 8.4 million for the six nine months ended June September 30, 2026 and 2025, respectively. At June September 30, 2026, unrecognized compensation cost related to Time-Based RSUs totaled $ 34.4 29.7 million and was expected to be recognized over the remaining weighted average vesting period of 2.4 2.2 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 two to four years .

1 unchanged paragraph

Six Months Ended June 30,

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

Nine Months Ended September 30,

3 unchanged paragraphs

Forfeited ( 41,581 ) $ 47.59 ( 30,955 ) $ 55.52

Forfeited ( 45,125 ) $ 47.32 ( 46,356 ) $ 54.88

Outstanding at end of period 1,164,431 917,729 $ 40.79 1,523,444 43.96 1,508,043 $ 47.65 47.59 (a) The Performance-Based RSUs vested at a weighted average of 0 42 % of target, or 0 233,334 shares, and 78 % of target, or 482,083 shares, during the six nine months ended June September 30, 2026 and 2025, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense was $ 2.9 2.5 million and $ 5.3 5.6 million for the three months ended June September 30, 2026 and 2025, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A expense was $ 5.9 8.3 million and $ 10.9 16.6 million for the six nine months ended June September 30, 2026 and 2025, respectively. At June September 30, 2026, unrecognized compensation cost related to unvested Performance-Based RSUs, assuming maximum attainment of performance-based metrics, totaled $ 27.9 24.4 million, which would be recognized over the remaining weighted average vesting period of 1.4 1.5 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 . 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. The awards are valued based on the fair market value of WillScot's Common Stock on the grant date, and compensation cost is recognized over the requisite service period based on the number of awards expected to vest.

1 unchanged paragraph

Six Months Ended June 30, 2026

For 243,158 Performance-Based RSUs granted in 2021, the awards cliff vest vested 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 could be adjusted from 0 to 583,334 based on the stock price attainment levels defined by the Company's Compensation Committee. The 243,159 243,158 RSU target payout is was 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). During the three months ended September 30, 2026, 233,334 of these awards vested with the remaining RSUs being forfeited.

All other outstanding Performance-Based RSUs are valued based on a Monte Carlo simulation model and 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.

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

Nine Months Ended September 30, 2026

4 unchanged paragraphs

Six Months Ended June 30, 2025

Exercised ( $ 408,497 ) $ 13.60 ( 10,884 ) $ 13.08

Outstanding at end of period 854,188 445,691 $ 16.74 19.61 — $ —

Fully vested and exercisable at end of period 534,188 219,024 $ 13.60 17.77 — $ —

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

Nine Months Ended September 30, 2025

2 unchanged paragraphs

Granted 220,000 $ 23.39 — $ —

1 unchanged paragraph

Outstanding at end of period 534,188 754,188 $ 13.60 16.46 28,685 $ 12.86

1 unchanged paragraph

At June September 30, 2026, the intrinsic value of both stock options outstanding was $ 10.4 million, and the intrinsic value of stock options fully vested and exercisable was $ 8.2 0.4 million. At June September 30, 2026, the weighted-average remaining contractual term of options fully vested and exercisable was 1.7 4.7 years. The weighted-average remaining contractual term of all outstanding options was 4.6 6.9 years.

Compensation expense for stock options recognized in SG&A expense was $ 0.3 million and $ 0.5 million for the three months ended June September 30, 2026 and 2025, respectively. Compensation expense for stock options recognized in SG&A expense was $ 0.6 0.9 million and $ 0.5 million for the six nine months ended June September 30, 2026 and 2025, respectively. At June September 30, 2026, unrecognized compensation cost related to stock options totaled $ 2.1 1.8 million and was expected to be recognized over the remaining weighted average vesting period of 1.9 1.7 years.

The fair value of each stock option award granted during the six nine months ended June September 30, 2026 was estimated on the grant date using the Black-Scholes option-pricing model. The assumptions are listed in the table below.

6 unchanged paragraphs

Note 12: Commitments and Contingencies 1 change

The Company is involved in various lawsuits, claims and legal proceedings that arise in the ordinary course of business. The Company assesses these matters on a case-by-case basis as they arise and establishes reserves as required. As of June September 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.

Note 13: Segment Reporting 55 changes

1 unchanged paragraph

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

The Company defines EBITDA as net income plus interest (income) expense, income tax (benefit) expense (benefit), depreciation and amortization. The Company reflects further adjustments to EBITDA ("Adjusted EBITDA") to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core and ongoing business operations. The measure of profit or loss used by the Chief Operating Decision Maker ("CODM") to evaluate operating segment performance and allocate resources is Adjusted EBITDA. Adjusted EBITDA is used to determine capital allocation between operating segments and certain aspects of management's compensation. Management believes that evaluating operating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company. The Company considers Adjusted EBITDA to be an important metric because it reflects the business performance of the segment, inclusive of indirect costs.

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

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2026 2025 2026 2025

1 unchanged paragraph

Unit leasing and other rental-related $ 346,298 $ 342,886 $ 674,685 $ 680,937

VAPS and third-party leasing 103,386 100,030 200,521 196,369

Delivery revenue 59,730 55,384 106,609 104,419

Installation revenue 76,114 53,068 128,757 92,694

New units 14,587 21,620 23,581 44,057

Rental units 12,036 16,095 26,626 30,158

Total revenues 612,151 589,083 1,160,779 1,148,634

Unit leasing and other rental-related $ 347,323 $ 334,007 $ 1,022,008 $ 1,014,943

VAPS and third-party leasing 104,378 100,217 304,899 296,587

Delivery revenue 58,956 53,009 165,566 157,428

Installation revenue 61,910 45,508 190,666 138,202

New units 14,377 18,370 37,958 62,427

Rental units 14,394 15,730 41,020 45,888

Total revenues 601,338 566,841 1,762,117 1,715,475

1 unchanged paragraph

Unit leasing and other rental-related 88,594 77,096 165,574 148,841

VAPS and third-party leasing 19,519 18,242 38,566 34,567

Delivery 52,008 45,081 93,063 85,636

Installation 58,312 43,073 100,500 76,314

New units 9,049 13,552 15,267 28,750

Rental units 6,165 7,525 14,868 15,694

Unit leasing and other rental-related 82,155 78,444 247,729 227,285

VAPS and third-party leasing 20,685 19,107 59,251 53,674

Delivery 52,386 43,717 145,449 129,353

Installation 50,438 38,341 150,938 114,655

New units 8,313 13,806 23,580 42,556

Rental units 7,415 8,174 22,283 23,868

2 unchanged paragraphs

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

Adjusted EBITDA $ 233,551 $ 243,307 $ 672,449 $ 721,005

3 unchanged paragraphs

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

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

Income tax expense 17,042 19,984 31,975 37,894

Interest expense, net 53,479 58,977 107,086 117,446

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

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

Integration and transaction costs 13 1,511 79 1,772

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

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

(a) For the six months ended June 30, 2026, other included $ 1.8 million in non-equity executive transition costs.

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

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2026 2025 2026 2025

Net income $ 51,575 $ 43,332 $ 126,671 $ 134,326

Income tax expense 19,697 17,008 51,672 54,902

Loss on extinguishment of debt 1,777 — 1,777 —

Interest expense, net 53,197 58,466 160,283 175,912

Depreciation and amortization 97,594 108,058 285,284 317,782

Currency losses, net 36 100 453 244

Restructuring costs, lease impairment expense and other related charges 5,482 205 16,755 907 1,360 ( 21 ) 18,115 886

Integration and transaction costs 51 1,149 130 2,921

Stock compensation expense 7,503 9,964 22,505 26,678

Adjusted EBITDA $ 233,551 $ 243,307 $ 672,449 $ 721,005

(a) For the nine months ended September 30, 2026, other included $ 1.8 million in non-equity executive transition costs. For both the three and nine months ended September 30, 2025, other included $ 1.5 million in costs to implement the Company's real estate exit initiatives prior to approval of the Network Optimization Plan and $ 1.3 million in non-equity executive transition costs.

Note 14: Earnings Per Share 24 changes

1 unchanged paragraph

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

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

Weighted average shares outstanding – basic 181,012 182,468 181,005 183,071

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2026 2025 2026 2025

Net income $ 51,575 $ 43,332 $ 126,671 $ 134,326

Weighted average shares outstanding – basic 181,315 182,004 181,110 182,711

1 unchanged paragraph

Time-based RSUs 252 11 153 50

Performance-based RSUs 248 412 227 556

Stock options 266 528 225 669

Weighted average shares outstanding – dilutive 181,809 183,439 181,642 184,367

Time-based RSUs 255 50 187 50

Performance-based RSUs — 443 152 519

Stock options 191 264 213 534

Weighted average shares outstanding – dilutive 181,767 182,772 181,685 183,832

1 unchanged paragraph

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

Time-based RSUs 379 634 919 601

Performance-based RSUs 1,413 968 1,443 989

Stock options — — 160 —

Total shares 1,836 1,602 2,544 1,590

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2026 2025 2026 2025

Time-based RSUs 337 850 725 684

Performance-based RSUs 1,467 952 1,451 977

Stock options 220 220 180 73

Total shares 2,024 2,022 2,371 1,734

MD&A 255 changes

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 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 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 nine months ended June September 30, 2026 or prior periods.

1 unchanged paragraph

We are a leading business services provider specializing in innovative and flexible turnkey space solutions. We offer our customers an extensive selection of space solutions with over 130,000 modular space units and over 174,000 173,000 portable storage units in our fleet. Our diverse product offering includes:

3 unchanged paragraphs

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 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 September 30, 2026, our branch network included approximately 240 230 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. Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease, or enterprise account agreements. Rental contracts with customers are generally based on a 28-day or monthly rate and billing cycle. 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. 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 40 months as of June September 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 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 86% 87% of our revenues for the six nine months ended June September 30, 2026.

3 unchanged paragraphs

• 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.

As of June September 30, 2026, the Company has disposed of approximately 23,000 28,000 portable storage units and 11,000 12,000 modular space units, and has exited 34 branch and drop lot locations related to the Network Optimization Plan. Portable storage units and ground level offices were generally recycled, for which we received proceeds to partially offset the cash paid for the disposal of modular other units. For the six nine months ended June September 30, 2026, we recorded restructuring and other related costs for the Network Optimization Plan of $17.8 $19.5 million, consisting primarily of asset disposal costs. Total cash paid to implement the Network Optimization plan was $14.9 $18.0 million for the six nine months ended June September 30, 2026, and was partially offset by total cash proceeds of $6.8 $7.5 million from portable storage unit and ground level office recycling. As of June September 30, 2026, we expect the initiative to result in total future costs of approximately $43 $41 million, consisting of rental equipment disposal costs of approximately $27 $26 million and rental equipment relocation costs of approximately $16 $15 million.

In each of February and May of 2026 , our Board of Directors declared quarterly dividends of $0.07 per share. In July 2026, the Board of Directors established a dividend committee (the "Dividend Committee") authorized to approve quarterly dividends within parameters approved by the Board of Directors. The Dividend Committee declared a dividend of $0.07 per share in August 2026. Dividends paid were $25.4 $38.2 million for the six nine months ended June September 30, 2026. We intend to continue our quarterly dividend program, subject to Board of Directors and Dividend Committee approval, the requirements of our debt instruments, and based on available cash flow, capital allocation priorities, and market conditions.

Financing Activities

On September 25, 2026, we redeemed $45.0 million of the 2031 Secured Notes to reduce borrowing costs. The redemption resulted in a $1.8 million loss on extinguishment of debt.

• Reduce outstanding During the nine months ended September 30, 2026, we repaid $159.0 million of total borrowings under the senior secured asset-based revolving credit facility (the "ABL Facility") by $25.6 million. and the 2031 Secured Notes.

During the six nine months ended June September 30, 2026, we repurchased 352,900 shares of Common Stock for $7.3 million, excluding excise tax. As of June September 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. Refer to Part II. Item 2. 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.

Second Third Quarter Summary

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

• Total revenue increased $34.5 million, or 6.1%, to $601.3 million. The increase in revenue was driven in part by a $22.3 million increase in delivery and installation revenue related to increased modular activations and increased sitework for large complex projects. The increase in total revenues was also due to a $17.5 million increase in leasing revenue, resulting from a decrease in write-offs of aged receivables recorded as a reduction to revenue and an increase in modular space average units on rent. The increase in total revenues was partially offset by a $4.0 million decline in new sales and a $1.3 million decline in rental unit sales.

• Leasing revenue increased $6.8 $17.5 million, or 1.5%, primarily 4.0%, driven by a $5.5 decrease of $17.6 million in write-offs of aged receivables recorded as a reduction to revenue, a $5.6 million, or 2.2%, increase in modular space leasing revenue, and a $3.4 $4.2 million, or 3.4%, 4.2%, 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 in modular leasing revenue was driven by a 1.2% increase in average modular space units on rent, driven by strong large project activity and enterprise account commercial performance. These increases were partially offset by a $4.6 $5.6 million, or 5.8%, 7.0%, decrease in portable storage leasing revenue, driven by a 6.7% decrease in average portable storage units on rent, and a $4.2 million decrease in other leasing revenue.

• Delivery and installation revenue increased $27.4 $22.3 million, or 25.3%, 22.7%, driven by an increase in large complex projects and higher overall activity.

• Sales revenue: new unit sales revenue decreased $7.0 $4.0 million, or 32.5%, 21.7%, and rental unit sales revenue decreased $4.1 $1.3 million, or 25.2%. 8.5%.

• Generated net income of $47.0 $51.6 million for the three months ended June September 30, 2026, representing a decrease an increase of $1.0 $8.2 million, or 2.0%, 19.0%, as compared to the same period in 2025. Discrete costs during the period included $6.2 $1.7 million of charges related to the Network Optimization Plan and a $1.8 million loss on extinguishment of debt from the redemption of $45.0 million of the 2031 Secured Notes.

• Generated Adjusted EBITDA of $227.9 $233.6 million for the three months ended June September 30, 2026, representing a decrease of $21.0 $9.8 million, or 8.4%, 4.0%, as compared to the same period in 2025, driven by increased upfront variable costs associated with increased modular unit activation demand to support leasing revenue growth.

• Net cash provided by operating activities decreased $43.0 increased $6.8 million to $162.3 $198.0 million for the three months ended June September 30, 2026, driven by increased modular space activations and average units on rent and positive contributions from working capital during the decrease in quarter. Net cash provided by operating activities included $6.1 $3.1 million of cash outflows related to the execution of our Network Optimization Plan.

• Net cash used in investing activities decreased $95.1 increased $46.2 million to $113.0 million. The three months ended June 30, 2025 included $133.8 $122.7 million. in cash used for acquisitions. Capital expenditures for rental equipment increased $36.8 $52.9 million for the three months ended June September 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 $54.1 million for the three months ended June September 30, 2026.

• Generated Adjusted Free Cash Flow of $55.1 $78.4 million for the three months ended June September 30, 2026 as compared to $130.3 $123.6 million for the three months ended June September 30, 2025. During the three months ended June September 30, 2026, we deployed Adjusted Free Cash Flow to:

• Pay a $0.07 per share dividend, returning $12.7 $12.8 million to our shareholders.

• Redeem $45.0 million of our 2031 Secured Notes to reduce borrowing costs.

• Reduce outstanding borrowings under the senior secured asset-based revolving credit facility (the "ABL Facility") by $11.5 million.

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. We also believe our strong operating cash flow generation, countercyclical Net CAPEX profile, and $1.5 $1.6 billion of available borrowing capacity under our ABL Facility, provide ample liquidity to execute our strategy.

2 unchanged paragraphs

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

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

Three Months Ended June September 30, 2026 vs. 2025

1 unchanged paragraph

Leasing $ 449,684 $ 442,916 $ 6,768

Delivery and installation 135,844 108,452 27,392

New units 14,587 21,620 (7,033)

Rental units 12,036 16,095 (4,059)

Total revenues 612,151 589,083 23,068

Leasing $ 451,701 $ 434,224 $ 17,477

Delivery and installation 120,866 98,517 22,349

New units 14,377 18,370 (3,993)

Rental units 14,394 15,730 (1,336)

Total revenues 601,338 566,841 34,497

1 unchanged paragraph

Leasing 108,113 95,338 12,775

Delivery and installation 110,320 88,154 22,166

New units 9,049 13,552 (4,503)

Rental units 6,165 7,525 (1,360)

Depreciation of rental equipment 72,240 88,444 (16,204)

Gross profit 306,264 296,070 10,194

Leasing 102,840 97,551 5,289

Delivery and installation 102,824 82,058 20,766

New units 8,313 13,806 (5,493)

Rental units 7,415 8,174 (759)

Depreciation of rental equipment 75,138 83,634 (8,496)

Gross profit 304,808 281,618 23,190

1 unchanged paragraph

Selling, general and administrative 160,258 145,013 15,245

Other depreciation and amortization 23,019 24,188 (1,169)

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)

Selling, general and administrative 154,481 137,767 16,714

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and 193 more changes in the filing

Market risk 1 change

1 unchanged paragraph

3 unchanged paragraphs

and 1 more change in the filing

Controls and procedures 2 changes

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and 2 more changes in the filing

Legal proceedings 2 changes

and 2 more changes in the filing

Unregistered sales of stock 5 changes

1 unchanged paragraph

and 5 more changes in the filing

Other information 1 change

and 1 more change in the filing

Exhibits 2 changes

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18 unchanged paragraphs

and 2 more changes in the filing