WSC 10-K & 10-Q changes, risk factors and insider trading

We are subject to various laws and regulations, including recent pronouncements related to laws and regulations governing antitrust, climate related disclosures, cybersecurity and information technology, privacy, government contracts, anti-corruption and the environment. Obligations and liabilities under these laws and regulations may materially harm our business.

Our operations are subject to an array of governmental regulations in each of the jurisdictions in which we operate. For example, our activities in the US are subject to regulation by several federal and state government agencies, including the Occupational Safety and Health Administration, and by federal and state laws. Our operations and activities in other jurisdictions are subject to similar governmental regulations. Similar to conventionally constructed buildings, the modular business industry is also subject to regulations by multiple governmental agencies in each jurisdiction relating to, among others, environmental, zoning and building standards, and health, safety and transportation matters. These regulations affect our Storageportable Solutionsstorage solutions customers, most of whom use our storage units to store their goods on their own properties for various lengths of time. If local zoning laws or planning permission regulations in one or more of our markets no longer allow our units to be stored on customers' sites, our business in that market will suffer. Noncompliance with applicable regulations, implementation of new regulations or modifications to existing regulations may increase costs of compliance, require the termination of certain activities or otherwise materially adversely affect our business, results of operations, and financial condition.

We operate in the US pursuant to operating authority granted by the US Department of Transportation (the “DOT”). Our drivers must comply with the safety and fitness regulations of the DOT, including those relating to drug and alcohol testing and hours of service. Such matters as equipment weight and dimensions are also subject to government regulations. Our safety record could be ranked poorly compared to peer firms. A poor safety ranking may result in the loss of customers or difficulty attracting and retaining qualified driversdrivers, which could adversely affect our results of operations. Should additional rules be enacted in the future, compliance with such rules could result in material additional costs.

Additionally, we are subject to,to and may be required to expend funds to ensure compliance with a variety of laws, regulations, and ordinances related to unit titling, stamping, and registration rules and procedures, and notification requirements to agencies and law enforcement relating to unit transfers, particularly when acquiring new assets and operations. Many of these laws and regulations are frequently complex and subject to interpretation, and failure to comply with present or future regulations or changes in interpretations of existing laws or regulations may result in impairment or suspension of our operations and the imposition of penalties and other liabilities. At various times, we may be involved in disputes with local governmental officials regarding the development and/or operation of our units. We may be subject to similar types of regulations by governmental agencies in new markets. In addition, new legal or regulatory requirements or changes in existing requirements may delay or increase the cost of acquiring and integrating new units, which may adversely impact our ability to conduct our business.

We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist at our facilities or at third partythird-party sites for which we may be liable. Enactment of stricter laws or regulations, stricter interpretations of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at sites we own or third-party sites may require us to make additional expenditures, some of which could be material. Responding to governmental investigations or other actions may be both time-consuming and disruptive to our operations and could divert the attention of our management and key personnel from our business operations. The impact of these and other investigations and lawsuits could have a material adverse effect on our financial statements.

We rely heavily on information systems across our operations. We also utilize third-party cloud providers to host certain of our applications and to store data. Our ability to effectively manage our business depends significantly on the reliability and capacity of these systems. The failure of our management information systems to perform as anticipated could damage our reputation with our customers, disrupt our business or result in, among other things, decreased lease and sales revenue and increased overhead costs. Any such failure could harm our business, results of operations and financial condition. In addition, the delay or failure to implement information system upgrades and new systems effectively could disrupt our business, distract management’s focus and attention from business operations and growth initiatives and increase our implementation and operating costs, any of which could materially adversely affect our operations and operating results. Moreover, the integration of any acquisition may create unforeseen challenges for our management information systems, which could result in unforeseen expenditures and other risks, including difficulties in managing facilities and employees in different geographic areas or those operating other product lines.

Tariffs and/or other developments with respect to trade policies, trade agreements and government regulations may materially adversely affect our business, financial condition and results of operations. From time to time, the US government has historically imposed and may in the future impose tariffs on steel, aluminum, lumber, and other imports from certain countries,countries or countries generally, which could result in increased costs to us for these materials. Without limitation, (i) tariffs currently in place and (ii) the imposition by the federal government of new tariffs on imports to the US could materially increase (a) the cost of our products that we are offering for sale or lease, (b) the cost of certain products that we source from foreign manufacturers, and (c) the cost of certain raw materials or products that we utilize. We may not be able to pass such increased costs on to our customers, and we may not be able to secure sources of certain products and materials that are not subject to tariffs on a timely basis. The current US administration has implemented or increased, or announced plans to implement or increase tariffs, particularlyincluding on products manufactured in China, Canada, and Mexico, though it remains unclear what specific actions will be taken.implemented Anyor be maintained. The implementation or maintenance of tariffs announced to date or announced in the future, or any escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments or shifts in US or international trade policies could increase uncertainty and adversely impact our supply chain, increase costs, and reduce demand for our products.products, directly or indirectly due to negative effects on our customers, the US economy, the economies of other countries in which we operate or the global economy, any or all of which developments may materially adversely affect our business, financial condition, and results of operations. Further, the duration and scope of these potential effects are unknown. Although we actively monitor our procurement policies and practices to avoid undue reliance on foreign-sourcedforeign goods subject to tariffs, when practicable, suchthere developmentsis mayno materiallyassurance adverselythat affectany ouractions business,we financialimplement condition,as anda resultsresult ofwill operations.allow us to avoid these potential effects.

Although we have fixed-rate debt through our Senior Secured Notes,Notes (as defined below), our borrowings under our senior secured asset-based revolving credit facility (the "ABL Facility") remain variable rate debt. Our interest rate swaps have partially mitigated the impacts of fluctuations in interest rates under the seniorABL secured revolving credit facility.Facility. However, fluctuations in interest rates have in the past negatively impacted, and may continue to negatively impact, the amount of our interest payments, as well as our ability to refinance portions of our existing debt in the future at attractive interest rates. In addition, certain of our end markets have in the past been, and may continue to be, sensitive to interest rates for project financing, which can impact the demand for our services. Lastly, certain of our end markets, as well as portions of our cost structure, such as transportation costs, have in the past been, and may continue to be, sensitive to changes in commodity prices, which can impact both demand for and profitability of our services. These changes could impact our future earnings and cash flows.

Anticipated changes in immigration laws and regulations could decrease the pool of candidates with legal work authorization, cause disruption in the workforce for all companies, and increase the costs, time, and requirements to hire new employees.

Our customer base includes customers operating in a variety of industries, including commercial and industrial, construction,construction and infrastructure, education, energy and natural resources, government, retail, and other end markets. Many of these customers, across this wide range of industries, are facing economic and/or financial pressure from changes to their industry resulting from the global, national and local economic climate in which they operate and industry-specific economic and financial disruptions, including, in some cases, consolidation and lower sales revenue from physical locations, resulting from changes in political, social and economic conditions. These and any future changes to any of the industries in which our customers operate could cause them to rent fewer units from us or otherwise be unable to satisfy their obligations to us. In addition, certain of our customers are facing financial pressure and such pressure, or other factors, may result in consolidation in some industries and/or an increase in bankruptcy filings by certain customers. Each of these facts and industry impacts, individually or in the aggregate, could have a materially adverse effect on our operating results.

Our ability to compete effectively depends in part upon protection of our rights in trademarks, copyrights and other intellectual property rights we own or license, including patents to our patented locking system.license. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information and patents, or to defend against claims by third parties that our services or our use of intellectual property infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of resources. A successful claim of trademark, copyright or other intellectual property infringement against us could prevent us from providing services, which could harm our business, financial condition or results of operations. In addition, a breakdown in our internal policies and procedures may lead to an unintentional disclosure of our proprietary, confidential or material non-public information, which could in turn harm our business, financial condition, or results of operations.

Sales of new and used modular space and portable storage units to customers represented approximately 6% of WillScot'sour revenue during the year ended December 31, 2024.2025. Sale transactions are subject to certain factors that are beyond our control, including permit requirements, the timely completion of prerequisite work by others and weather conditions. Accordingly, the actual timing of the completion of these transactions may take longer than we expect. As a result, our actual revenue and cash flow in a particular fiscal period may not consistently correlate to our internal operational plans and budgets. If we are unable to accurately predict the timing of these sales, we may fail to take advantage of business and growth opportunities otherwise available, and our business, results of operations, financial conditioncondition, and cash flows may be materially adversely affected.

We may be unable to achieve our environmental, social and governancesustainability goals.

We are dedicated to corporate social responsibility and sustainability and our employees, customers, and stockholders expect us to make significant advancements in environmental, social and governancesustainability matters. In part to address these concerns, we established certain goals as part of our ESGsustainability strategy. Achievement of our goals is subject to risks and uncertainties, many of which are outside of our control, and it is possible that we may fail to achieve these goals or that our colleagues, customers, or stockholders might not be satisfied with our efforts. These risks and uncertainties include, but are not limited toinclude: our ability to execute our operational strategies and achieve our goals within the costs that we currently project and the timeframes we expect; the availability and cost of renewable energy and other materials; compliance with, and changes or additions to, global and regional regulations, taxes, charges, mandates or requirements relating to climate-related goals; labor-related regulations and requirements that restrict or prohibit our ability to impose requirements on third-party contractors; the actions of competitors and competitive pressures; and an acquisition of or merger with another company that has not adopted similar goals or whose progress towards reaching its goals is not as advanced as ours. A failure to meet our goals could adversely affect public perception of our business, employee morale, or customer or stockholder support.

Building codes are generally reviewed, debated and, in certain cases, modified on a national level every three years as an ongoing effort to keep the regulations current and improve the life, safety and welfare of the buildings' occupants. All aspects of a given code are subject to change, including, but not limited to,including such items as structural specifications for earthquake safety, energy efficiency and environmental standards, fire and life safety, transportation, lighting and noise limits. On occasion, state agencies have undertaken studies of indoor air quality and noise levels with a focus on permanent and modular classrooms. This process leads to a systematic change that requires engagement in the process and recognition that past methods will not always be accepted. New modular construction is very similar to conventional construction where newer codes and regulations generally increase cost.costs. New governmental regulations may increase our costs to acquire new rental equipment, as well as increase our costs to refurbish existing equipment.

Compliance with building codes and regulations entails risk as state and local government authorities do not necessarily interpret building codes and regulations in a consistent manner, particularly where applicable regulations may be unclear and subject to interpretation. These regulations often provide broad discretion to governmental authorities that oversee these matters, which can result in unanticipated delays or increases in the cost of compliance in particular markets. The construction and modular industries have developed many “best practicespractices,” which are constantly evolving. Some of our peers and competitors may adopt practices that are more or less stringent than ours. When, and if, regulators clarify regulatory standards, the effect of the clarification may be to impose rules on our business and practices retroactively, at which time we may not be in compliance with such regulations and we may be required to incur costly remediation. If we are unable to pass these increased costs on to our customers, our business, financial condition, operating cash flows, and results of operations could be negatively impacted.

In connection with our business, to better serve our customers and optimize our capital expenditures, we often move our fleet from branch to branch. In addition, most of our customers arrange for delivery and pickuppick up of our units through us. Accordingly, we could be materially adversely affected by significant increases in fuel prices that result in higher costs to us for transporting equipment. In the event of fuel and trucking cost increases, we may not be able to promptly raise our prices to make up for increased costs. A significant or prolonged price fluctuation or disruption of fuel supplies could have a material adverse effect on our financial condition and results of operations.

We are often dependent on third parties to manufacture or supply components for our products. We typically do not enter into long-term contracts with third-party suppliers. We may experience supply problems as a result of financial or operating difficulties or the failure or consolidation of our suppliers. We may also experience supply problems as a result of shortages and discontinuations resulting from product obsolescence or other shortages or allocations by suppliers. Unfavorable economic conditions may also adversely affect our suppliers or the terms on which we purchase products. In the future, weWe may not be able to negotiate arrangements with third parties to secure products that we require in sufficient quantities or on reasonable terms. If we cannot negotiate arrangements with third parties to produce our products or if the third parties fail to produce our products to our specifications or in a timely manner, our business, results of operations, and financial condition may be materially adversely affected.

As of December 31, 2024,2025, we had US net operating loss (“NOL”) carryforwards of approximately $105.1$180.8 million and $190.3$187.0 million for US federal income tax and state tax purposes, respectively, available to offset future taxable income, prior to consideration of annual limitations that Section 382 of the Internal Revenue Code of 1986 may impose. The US NOL carryforwards begin to expire in 20252026 for state and in 2031 for federal if not utilized.

Our US NOL and tax credit carryforwards could expire unused and be unavailable to offset future income tax liabilities. Under Section 382 of the Internal Revenue Code and corresponding provisions of US state law, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its US NOLs and other applicable tax attributes before the ownership change, such as research and development tax credits, to offset its income after the ownership change may be limited. Similar provisions apply with respect to certain state and non-US jurisdictionsjurisdictions, which could limit our ability to offset taxable income. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

We recognize deferred tax assets primarily related to deductible temporary differences based on our assessment that the item will be utilized against future taxable income and the benefit will be sustained upon ultimate settlement with the applicable taxing authority. Such deductible temporary differences primarily relate to tax loss carryforwards and business interest expense limitations. Tax loss carryforwards arising in a given tax jurisdiction may be carried forward to offset taxable income in future years from such tax jurisdiction and reduce or eliminate income taxes otherwise payable on such taxable income, subject to certain limitations. Deferred interest expense exists primarily within our US operating companies, where interest expense was not previously deductible as incurred but may become deductible in the future subject to certain limitations. We may have to write down, through income tax expense, the carrying amount of certain deferred tax assets to the extent we determine it is not probable that we will realize such deferred tax assets under accounting principles generally accepted in the US.US ("GAAP").

Unanticipated changes in our tax obligations, the adoption of a new tax legislation, or exposure to additional income tax liabilities could affect profitability.

In the futurefuture, we may need to raise additional funds to, among other things, refinance existing indebtedness, fund existing operations, improve or expand our operations, respond to competitive pressures or make acquisitions. If adequate funds are not available on acceptable terms, we may be unable to achieve our business or strategic objectives or compete effectively. Our ability to pursue certain future opportunities may depend in part on our ongoing access to debt and equity capital markets. We cannot assure you that any such financing will be available on terms satisfactory to us or at all. If we are unable to obtain financing on acceptable terms, we may have to curtail our growth by, among other things, curtailing the expansion of our fleet of units or our acquisition strategy. Additionally, future credit market conditions could increase the likelihood that one or more of our lenders may be unable to honor their commitments under our creditABL facility,Facility, which could have an adverse effect on our financial condition and results of operations.

As of December 31, 2024,2025, we had $3.7$3.6 billion of total indebtedness, excluding deferred financing fees, consisting of $1.6$1.5 billion of borrowings under our ABL Facility, $526.5$500.0 million of our 20254.625% senior secured notes due 2028 ("2028 Secured Notes,Notes"), $500.0 million of our 20286.625% senior secured notes due 2029 ("2029 Secured Notes,Notes"), $500.0 million of our 20296.625% senior secured notes due 2030 ("2030 Secured Notes,Notes"), $500.0$450.0 million of our 7.375% senior secured notes due 2031 ("2031 Secured Notes,Notes" and $143.8collectively "Senior Secured Notes"), and $166.9 million of finance leases. Our leverage could have important consequences, including (a) making it more difficult to satisfy our obligations with respect to our various debt and liabilities; (b) requiring us to dedicate a substantial portion of our cash flow from operations to debt payments, thus reducing the availability of cash flow to fund internal growth through working capital and capital expenditure on our existing fleet or on new fleet and for other general corporate purposes; (c) increasing our vulnerability to a downturn in our business or adverse economic or industry conditions; (d) placing us at a competitive disadvantage compared to our competitors that have less debt in relation to cash flow and that, therefore, may be able to take advantage of opportunities that our leverage would prevent us from pursuing; (e) limiting our flexibility in planning for or reacting to changes in our business and industry; (f) restricting us from pursuing strategic acquisitions or exploiting certain business opportunities or causing us to make non-strategic divestitures; restricting us from pursuing strategic acquisitions or exploiting certain business opportunities or causing us to make non-strategic divestitures; (g) requiring additional monitoring, reporting and borrowing base requirements under our ABL Facility if borrowings significantly increase or if certain liquidity thresholds are not satisfied; and (h) limiting our ability to borrow additional funds or raise equity capital in the future and increasing the costs of such additional financings.

We and our subsidiaries may be able to incur substantial additional debt in the future, including in connection with capital leases. Although the creditABL agreement that governs our credit facilityFacility and the indentures that govern our outstandingSenior notesSecured Notes contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of debt that we could incur in compliance with these restrictions could be substantial. In addition, the creditABL agreement that governs our credit facilityFacility and the indentures that govern our Senior Secured Notes do not prevent us from incurring other obligations that do not constitute indebtedness under those agreements. If we add debt to our and our subsidiaries’ existing debt levels, the risks associated with our substantial indebtedness described above, including our possible inability to service our debt, will increase.

TheOur creditABL agreement that governs our credit facilityFacility and the indentures that govern our outstandingSenior notes,Secured Notes, as well as any instruments that govern any future debt obligations, contain covenants that impose significant restrictions on the way our subsidiarieswe can operate, including restrictions on the ability to (a) incur or guarantee additional debt and issue certain types of stock; (b) create or incur certain liens; (c) make certain payments, including dividends or other distributions, with respect to our equity securities; (d) prepay or redeem junior debt; (e) make certain investments or acquisitions, including participating in joint ventures; (f) engage in certain transactions with affiliates; (g) create unrestricted subsidiaries; (h) create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to, and on the transfer of, assets to the issuer or any restricted subsidiary; (i) sell assets, consolidate or merge with or into other companies; (j) sell or transfer all or substantially all our assets or those of our subsidiaries on a consolidated basis; and (k) issue or sell share capital of certain subsidiaries.

Although these limitations are subject to significant exceptions and qualifications, these covenants could limit our ability to finance future operations and capital needs and our ability to pursue acquisitions and other business activities that may be in our interest. Our subsidiaries’ ability to comply with these covenants and restrictions may be affected by events beyond our control. These include prevailing economic, financial and industry conditions. If any of our subsidiarieswe default on theirour obligations under our creditABL facilityFacility or our securedSenior notes,Secured Notes, then the relevant lenders or holders could elect to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable and proceed against any collateral securing that debt. If the debt under our creditABL facility,Facility, theour indenturesSenior Secured Notes, or any other material financing arrangement that we enter into were to be accelerated, our assets may be insufficient to repay in full such indebtedness.

TheOur creditABL agreement that governs our credit facilityFacility also requires our subsidiariesus to satisfy specified financial maintenance tests in the event that we do not satisfy certain excess liquidity requirements. Deterioration in our operating results, as well as events beyond our control, including increases in raw materials prices and unfavorable economic conditions, could affect the ability to meet these tests, and we cannot assure that we will meet these tests. If an event of default occurs under our creditABL facility,Facility, the lenders could terminate their commitments and declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be immediately due and payable. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions also may be accelerated or become payable on demand. In these circumstances, our assets may not be sufficient to repay in full that indebtedness and our other indebtedness then outstanding.

The amount of borrowings permitted at any time under our creditABL facilityFacility is subject to compliance with limits based on a periodic borrowing base valuation of the collateral thereunder. As a result, our access to credit under theour creditABL facilityFacility is subject to potential fluctuations depending on the value of the borrowing base of eligible assets as of any measurement date, as well as certain discretionary rights of the agent in respect of the calculation of such borrowing base value. As a result of any change in valuation, the availability under theour creditABL facilityFacility may be reduced, or we may be required to make a repayment of theour creditABL facility,Facility, which may be significant. The inability to borrow under theour creditABL facilityFacility or the use of available cash to repay the credit facilityit as a result of a valuation change may adversely affect our liquidity, results of operations, and financial position.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand WillScot Holdings Corporation's ("WillScot")our operations and our presentcurrent business environment. 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 II, Item 88. Financial Statements and Supplemental Data of this report.Annual Report on Form 10-K. All references to "Notes" in this MD&A are to 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 year ended December 31, 20242025 or prior periods. On January 31, 2023, the Company completed the sale of its United Kingdom Storage Solutions ("UK Storage Solutions") segment. This MD&A presents the historical financial results of the former UK Storage Solutions segment as discontinued operations for all periods presented. For further discussion regarding our results of operations for the year ended December 31, 2023, as compared to the year ended December 31, 2022, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”).GAAP. We use certain non-GAAP financial metricsmeasures to supplement the GAAP reported results to highlight key operational metrics that are used by management to evaluate Company performance. Reconciliations of GAAP financial information to the disclosed non-GAAP measures are provided in the Reconciliation of Non-GAAP Financial Measures section.

•GrowingPortable ourStorage portfolioSolutions: ofportable newstorage productcontainers solutions for our customers, includingand climate-controlled storagecontainers and clearspan structures.trailers.

–Acquire•Continuing assetsto fromgrow aour regional providerportfolio of modularnew solutions,product twosolutions regionalfor providersour ofcustomers, including climate-controlled storage units, a US national provider of premium largestorage, clearspan structures, and a US regional provider of perimeter solutions for $121.2 million.solutions.

•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 leverageappropriate in our stated range,leverage, opportunistically executing accretive acquisitions, and returning capital to shareholdersstockholders via share repurchases and dividenddividends. distributions.We also believe our strong operating cash flow generation, countercyclical net capital expenditure ("Net CAPEX") profile, and $1.4 billion of available borrowing capacity under our ABL Facility, provide ample liquidity to execute our strategy.

In addition to using GAAP financial measurements,measures, to evaluate our operating results, we use Adjusted EBITDA, Adjusted Free Cash Flow, and Net Capex,CAPEX, which are non-GAAP financial measures. As such, we include in this Annual Report on Form 10-K reconciliations 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-GAAPNon-GAAP Financial Measures."

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 months ended MarchJune 31,30, 2026 or prior periods.

•Modular Space Solutions: modular office complexes, mobile offices, classrooms, ground level offices, blast-resistant modules, clearspan structuresstructures, and sanitation solutions.

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 incrementalother valueservices to our customers by providing other services,customers, 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 serviceserve diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico. As of MarchJune 31,30, 2026, our branch network included approximately 250240 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. Given thatAs 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 4041 months as of MarchJune 31,30, 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. 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%86% of our revenues for the threesix months ended MarchJune 31,30, 2026.

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. 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. 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 MarchJune 31,30, 2026, the Company has disposed of approximately 15,00023,000 portable storage units and 6,00011,000 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 threesix months ended MarchJune 31,30, 2026, we recorded restructuring and other related costs for the Network Optimization Plan of $11.6$17.8 million, consisting primarily of asset disposal costs. Total cash paid to implement the Network Optimization plan was $8.8$14.9 million for the threesix months ended MarchJune 31,30, 2026, and was partially offset by total cash proceeds of $4.5$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 a quarterly dividenddividends of $0.07 per share. Dividends paid were $12.7$25.4 million for the threesix months ended MarchJune 31,30, 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.

During the threesix months ended MarchJune 31,30, 2026, we repurchased 352,900 shares of Common Stock for $7.3 million, excluding excise tax. As of MarchJune 31,30, 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.

FirstSecond Quarter Summary

For the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, results and key drivers of our financial performance included the following:

•Delivery and installation revenue increased $10.9$27.4 million, or 12.3%,25.3%, driven by an increase in large complex projects.projects and higher overall activity.

•Sales revenue: new unit sales revenue decreased $13.4$7.0 million, or 59.9%,32.5%, and rental unit sales revenue increaseddecreased $0.5$4.1 million, or 3.7%.25.2%.

•Generated net income of $28.1$47.0 million for the three months ended MarchJune 31,30, 2026, representing a decrease of $14.9$1.0 million, or 34.7%,2.0%, as compared to the same period in 2025. Discrete costs during the period included $11.6$6.2 million of charges related to the Network Optimization Plan.

•Generated Adjusted EBITDA of $211.0$227.9 million for the three months ended MarchJune 31,30, 2026, representing a decrease of $17.8$21.0 million, or 7.8%,8.4%, as compared to the same period in 2025.

•Net cash provided by operating activities decreased $15.6$43.0 million to $191.1$162.3 million for the three months ended June 30, 2026. The decrease in net cash provided by operating activities forincluded $6.1 million of cash outflows related to the threeexecution monthsof endedour MarchNetwork 31,Optimization 2026 from $206.6 million net cash used in operating activities for the three months ended March 31, 2025.Plan.

•Net cash used in investing activities,activities excludingdecreased $95.1 million to $113.0 million. The three months ended June 30, 2025 included $133.8 million in cash used for acquisitions, increased by $22.6 million.acquisitions. Capital expenditures for rental equipment increased $29.4$36.8 million for the three months ended MarchJune 31,30, 2026. The increase in capital expenditures was driven by anincreased increaseinvestments in differentiated fleet to support activations for large complex projects. Net capital expenditures ("Net CAPEX") increased $27.5$38.8 million for the three months ended MarchJune 31,30, 2026.

•Generated Adjusted Free Cash Flow of $115.6$55.1 million for the three months ended MarchJune 31,30, 2026 as compared to $144.8$130.3 million for the three months ended MarchJune 31,30, 2025. During the three months ended MarchJune 31,30, 2026, we deployed Adjusted Free Cash Flow to:

•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 billion of available borrowing capacity under our ABL Facility, provide ample liquidity to execute our strategy.

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 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."

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

Certain consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025 are presented below.

Comparison of Three Months Ended MarchJune 31,30, 2026 and 2025

Leasing revenue decreasedincreased $8.9$6.8 million, or 2.0%,1.5%, as compared to the same period in 2025, primarily driven by a decrease$5.5 ofmillion, 14,715or total average units on rent and the2.2%, increase in accountsmodular receivablespace write-offs,leasing whichrevenue, drovea $2.4$3.4 million, or 3.4%, increase in VAPS and third-party leasing revenue, and a decrease of $4.7 million of thewrite-offs decrease.of Increasedaged ratesreceivables recorded as a reduction to revenue. The increase was partially offset volumeby declines.a $4.6 million, or 5.8%, decrease in portable storage leasing revenue. Delivery and installation revenue increased $10.9$27.4 million, or 12.3%,25.3%, primarily driven by an increase in activations and sitework for large complex projects,projects. resulting in an increase in installation revenue. Rental unit sales increased $0.5 million, or 3.7%, and newNew unit sales decreased $13.4$7.0 million, or 59.9%.32.5% and rental unit sales decreased $4.1 million, or 25.2%.

Total average units on rent for the three months ended MarchJune 31,30, 2026 and 2025 were 186,008190,105 and 200,723,197,799, respectively, representing a decrease of 14,7157,694 units, or 7.3%.3.9%. Lower demand was driven by reduced non-residential construct ionconstruction project starts due to higher interest rates and increased economic uncertainty.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 2,856450 units, or 3.2%,0.5%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The average modular space utilization rate during the three months ended MarchJune 31,30, 2026 was 68.0%69.2% as compared to 59.3%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.starts, partially offset by increased demand for large complex projects.

Portable storage average units on rent decreased by 11,8597,244 units, or 10.8%,6.7%, for the three months ended MarchJune 31,30, 2026 driven by lower demand. The average portable storage unit utilization rate during the three months ended MarchJune 31,30, 2026 was 55.9%57.3% as compared to 52.6%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 2.6%2.8% year over year to $1,240$1,272 for the three months ended MarchJune 31,30, 2026, driven by our long-term price optimization strategies and VAPS penetration opportunities. Average portable storage monthly rental rates increased 6.4%1.8% year over year to $284$287 for the three months ended MarchJune 31,30, 2026 as a result of the mix effects from higher rates on climate-controlled containers and trailers. Total VAPS revenues, which wereare included in leasing revenue, increased to $97.1$103.4 million for the three months ended MarchJune 31,30, 2026 from $96.3$100.0 million for the three months ended MarchJune 31,30, 2025.

Gross profit: Gross profit decreasedincreased $14.7$10.2 million, or 4.9%,3.4%, to $285.7$306.3 million for the three months ended MarchJune 31,30, 2026 from $300.4$296.1 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease 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. The decrease was partially offset by a $5.2$16.2 million decrease in depreciation of rental equipment resulting from our Network Optimization Plan and increased delivery and installation gross profit of $1.4$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 $8.0$12.8 million increase in cost of leasing as further described below, and an increase in accounts receivable write-offsbelow during the three months ended MarchJune 31,30, 2026.

Cost of leasing and services increased by $17.4$34.9 million, or 10.8%,19.0%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025,2025 to support increased activations, including additional large complex project demand, driven primarily by an increase in subcontractor costs of $9.7$23.7 million, or 18.8%, an increase in materials costs of $4.6 million, or 23.5%,37.4%, and an increase in labor costs of $2.7$7.3 million, or 4.2%.10.5%. These Increasedincreased costs drove ana $8.9$15.2 million increase to installation expense and ana $8.0$12.8 million increase to cost of leasing primarily to support additional large complex demand.leasing.

Cost of sales decreased by $8.4$5.9 million, or 36.1%,27.8%, primarily driven by lower sales volume. Our resulting gross profit percentage was 52.1%50.0% and 53.7%50.3% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Adjusted EBITDA: Adjusted EBITDA decreased $17.8$21.0 million, or 8%,8.4%, to $211.0$227.9 million for the three months ended MarchJune 31,30, 2026 from $228.8$248.9 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by a $16.8$6.0 million decrease in leasing gross profit andprofit, a $4.5$5.2 million decrease in new and usedrental unit sales gross profit.profit, Theand a $15.2 million increase in SG&A. This decrease was partially offset by increased delivery and installation gross profit.profit of $5.2 million.

Other depreciation and amortization: Other depreciation and amortization increaseddecreased $0.5$1.2 million to $23.7$23.0 million for the three months ended MarchJune 31,30, 2026 as compared to $23.1$24.2 million for the three months ended MarchJune 31,30, 2025.

Restructuring costs: Restructuring costs of $11.3$5.4 million for the three months ended MarchJune 31,30, 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 $4.9$5.5 million, or 8.3%,9.3%, to $53.6$53.5 million for the three months ended MarchJune 31,30, 2026 from $58.5$59.0 million for the three months ended MarchJune 31,30, 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 wasdecreased $14.9$2.9 million to $17.0 million for the three months ended MarchJune 31,30, 2026 compared to $17.9$20.0 million for the three months ended MarchJune 31,30, 2025, a decrease in expense of $3.0 million.2025. The decrease in expense was primarily driven by a decrease in income before income tax for the three months ended MarchJune 31,30, 2026.

Capital expenditures for rental equipment: Capital expenditures for rental equipment increased $29.4$36.8 million, to $101.9$122.0 million for the three months ended MarchJune 31,30, 2026 from $72.6$85.3 million for the three months ended MarchJune 31,30, 2025 as a result of increased investments in refurbishments and 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 $27.5$38.8 million, or 44%,43.1%, to $89.3$113.7 million for the three months ended MarchJune 31,30, 2026 from $61.8$75.0 million for the three months ended MarchJune 31,30, 2025.2025, primarily driven by the increase in capital expenditures for rental equipment.