WillScot Holdings Corp

Previous wording

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") operations and our present 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 I, Item 1 of this report. The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three and six months ended June 30, 2025 or prior periods.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the operations and present business environment of WillScot Holdings Corporation (“WillScot”) and its subsidiaries (collectively with WillScot, the “Company,” “we,” “us” or “our”). MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part I, Item 1 of this report. The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three and nine months ended September 30, 2025 or prior periods.

Previous wording

The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). We use certain non-GAAP financial metrics 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 of MD&A.

Current wording

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

Previous wording

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 150,000 modular space units and over 213,000 portable storage units in our fleet. Our diverse product offering includes modular space solutions (modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions) and portable storage solutions (portable storage containers and climate-controlled containers and trailers). We also offer our customers a thoughtfully curated selection of solutions with Value-Added Products ("VAPS"), such as workstations, furniture, appliances, media packages, power and solar solutions, telematics, connectivity and data solutions, security and protection products, entrance packages, electrical and lighting products, organization and space optimization assets, perimeter solutions, and other items that improve the customer experience. We operate a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, site work, installation, disassembly, removal and other services to our customers for an additional fee as part of our leasing and sales operations. We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico. As of June 30, 2025, our branch network included approximately 260 branch locations and additional drop lots to service our over 85,000 customers.

Current wording

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 approximately 150,000 modular space units and 210,000 portable storage units in our fleet. Our diverse product offering includes:

Previous wording

We primarily lease, rather than sell, our space solutions to customers, which results in a highly diversified and predictable recurring revenue stream. Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease, or national account agreements. Rental contracts with customers are generally based on a 28-day or monthly rate and billing cycle. Initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us. Given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, is approximately 44 months. We believe our lease revenue is highly 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.

Current wording

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. Initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us. Given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, is approximately 41 months. 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.

Previous wording

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 86% of our revenues for the six months ended June 30, 2025.

Current wording

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 85% of our revenues for the nine months ended September 30, 2025.

Previous wording

On March 27, 2025, net proceeds of the offering of the 2030 Secured Notes, together with $33.0 million of additional borrowings under the ABL Facility, were used to (i) redeem all of WSI's outstanding 6.125% senior secured notes due 2025 (the "2025 Secured Notes") at a redemption price equal to 100.00% of the principal amount of the 2025 Notes outstanding, totaling $526.5 million, plus accrued and unpaid interest to, but excluding, the redemption date and (ii) pay related fees and expenses.

Current wording

On March 27, 2025, net proceeds of the offering of the 2030 Secured Notes, together with $33.0 million of additional borrowings under the ABL Facility were used to (i) redeem all of WSI's outstanding 6.125% senior secured notes due 2025 (the "2025 Secured Notes") at a redemption price equal to 100.00% of the principal amount of the 2025 Notes outstanding, totaling $526.5 million, plus accrued and unpaid interest to, but excluding, the redemption date and (ii) pay related fees and expenses. We redeemed the 2025 Secured Notes to extend the Company's debt maturity profile, consistent with our capital structure optimization strategy. The redemption did not result in a material gain or loss on extinguishment, as the notes were redeemed at par and related fees were expensed as incurred.

Previous wording

On February 18, 2025, our Board of Directors approved a quarterly dividend program. Under the program, subject to quarterly approval and declaration by the Board of Directors, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month. In February 2025, our Board of Directors declared a quarterly dividend of $0.07 per share, totaling $13.0 million. In May 2025, our Board of Directors declared a quarterly dividend of $0.07 per share, totaling $12.9 million. Dividends paid were $25.6 million for thesix months ended June 30, 2025.

Current wording

On February 18, 2025, our Board of Directors approved a quarterly dividend program. Under the program, subject to declaration by the Board of Directors, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month. In February, May, and July 2025, our Board of Directors declared quarterly dividends of $0.07 per share, totaling $13.0 million, $12.9 million, and $12.9, respectively. Dividends paid were $38.4 million for thenine months ended September 30, 2025. The Company intends to continue its quarterly dividend program, subject to Board approval and based on available cash flow, capital allocation priorities, and market conditions.

Previous wording

During the six months ended June 30, 2025, we repurchased 2,628,041 shares of Common Stock for $71.9 million, excluding excise tax. As of June 30, 2025, $750.0 million of the authorization for future repurchases of the Common Stock remained available.

Current wording

During the nine months ended September 30, 2025, we repurchased 2,924,846 shares of Common Stock for $80.2 million, excluding excise tax. As of September 30, 2025, $741.7 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.

Previous wording

During the six months ended June 30, 2025, we acquired a regional provider of climate-controlled containers and trailers for $115.6 million, net of cash acquired, which consisted primarily of approximately 2,100 temperature-controlled units. As of the acquisition date, the fair value of the goodwill recorded was $54.1 million, the fair value of the intangible assets acquired was $18.7 million, and the fair value of rental equipment acquired was $37.0 million. The purchase price allocation is preliminary and subject to revision as additional information is obtained. The preliminary allocation of purchase price, including the valuation of acquired rental equipment and intangible assets, is based on the best estimates of management and is subject to revision based on the final valuations. Revenue and earnings from the business combination following the acquisition date are not available, as the business was integrated into the Company's centralized financial and operational processes following acquisition.

Current wording

During the nine months ended September 30, 2025, we acquired a regional provider of climate-controlled containers and trailers for $115.6 million, net of cash acquired, which consisted primarily of approximately 2,100 temperature-controlled units. We expect this acquisition to expand our climate-controlled product offering and enhance our regional market presence, with anticipated operational synergies and customer cross-sell opportunities. As of the acquisition date, the fair value of the goodwill recorded was $54.5 million, the fair value of the intangible assets acquired was $18.7 million, and the fair value of rental equipment acquired was $36.6 million. The purchase price allocation is preliminary, based on the best estimates of management, and subject to revision as management obtains additional information regarding the valuation of acquired rental equipment and intangible assets. Revenue and earnings from the business combination following the acquisition date are not available, as the business was integrated into the Company's centralized financial and operational processes following acquisition.

Previous wording

For the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, results and key drivers of our financial performance included:

Current wording

For the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, results and key drivers of our financial performance included the following:

Previous wording

•Generated net income of $47.9 million for the three months ended June 30, 2025, representing an increase of $94.8 million, or 202.3%, as compared to the same period in 2024. In 2024, we recorded an impairment loss of $132.5 million for the three months ended June 30, 2024 related to the impairment of the Mobile Mini trade name as a result of rebranding under the WillScot brand name and discontinuing the use of the Mobile Mini trade name. Additionally, discrete costs in the period were $1.1 million, including $1.5 million of transaction and integration costs, compared to $3.1 million of transaction and integration costs in 2024. Finally, in 2024, we recorded a tax benefit of $13.9 million, as compared to an income tax expense of $20.0 million for the three months ended June 30, 2025.

Current wording

•Generatednet income of $43.3 million for the three months ended September 30, 2025, representing an increase of $113.8 million, or 161.5%, as compared to the same period in 2024. For the three months ended September 30, 2024, we recorded a$180.0 million termination fee and$8.8 million in legal and professional fees related to the termination of a merger agreement with McGrath RentCorp ("McGrath"). In 2024, we recorded a tax benefit of $20.6 million, as compared to an income tax expense of $17.0 million for the three months ended September 30, 2025.

Previous wording

•Generated Adjusted EBITDA of $248.9 million for the three months ended June 30, 2025, representing a decrease of $14.7 million, or 5.6%, as compared to the same period in 2024.

Current wording

•Generated Adjusted EBITDA of $243.3 million for the three months ended September 30, 2025, representing a decrease of $23.6 million, or 8.8%, as compared to the same period in 2024.

Previous wording

•Net cash used in investing activities, excluding cash used for acquisitions, increased by $19.2 million. Capital expenditures for rental equipment increased $20.1 million for the three months ended June 30, 2025. Net CAPEX increased $20.3 million for the three months ended June 30, 2025.

Current wording

•Net cash used in investing activities, excluding cash used for acquisitions, increased by $7.5 million. Capital expenditures for rental equipment increased $11.6 million for the three months ended September 30, 2025. Net CAPEX increased $10.4 million for the three months ended September 30, 2025.

Previous wording

•Generated Adjusted Free Cash Flow of $130.3 million for the three months ended June 30, 2025 as compared to $128.9 million for the three months ended June 30, 2024. During the three months ended June 30, 2025, we deployed Adjusted Free Cash Flow to:

Current wording

•Generated Adjusted Free Cash Flow of $122.2 million for the three months ended September 30, 2025 as compared to $143.1 million for the three months ended September 30, 2024. During the three months ended September 30, 2025, we deployed Adjusted Free Cash Flow to:

Previous wording

–Repurchase $39.9 million of our Common Stock, reducing outstanding Common Stock by 1,533,109 shares.

Current wording

•Repurchase $8.3 million of our Common Stock, reducing outstanding Common Stock by 296,805 shares.

Previous wording

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

Current wording

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

Previous wording

•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 leverage in our stated range, opportunistically executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions.

Current wording

•We believe that the predictability of our Adjusted Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities that we see in the market, maintaining appropriate leverage, opportunistically executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions. We also believe our strong operating cash flow generation, countercyclical Net CAPEX profile, and $1.5 billion of available borrowing capacity under our Amended ABL Facility, provide ample liquidity to execute our strategy.

Previous wording

Revenue: Total revenue decreased $15.5 million, or 2.6%, to $589.1 million for the three months ended June 30, 2025 from $604.6 million for the three months ended June 30, 2024. The decline in revenue was driven by a decrease in units on rent and an $11.0 million increase in write-offs recorded as a reduction to revenue compared to the same period in 2024. Leasing revenue decreased $15.7 million, or 3.4%, as compared to the same period in 2024, driven by the increase in write-offs and a decrease of 22,615 total average units on rent. Increases in average monthly rental rates offset some of these decreases. Delivery and installation revenue increased $0.3 million, or 0.3%. Rental unit sales decreased $0.4 million, or 2.3%, and new unit sales increased $0.2 million, or 1.1%.

Current wording

Leasing revenue decreased $21.4 million, or 4.7%, as compared to the same period in 2024, driven by a decrease of 22,461 total average units on rent and the increase in accounts receivable write-offs, which drove $15.5 million of the decrease. Increases in average monthly rental rates offset some of these decreases. Delivery and installation revenue decreased $16.2 million, or 14.2%, due to the decline in activations and returns, as well as a large project in the prior year of approximately $18.0 million. Rental unit sales increased $2.5 million, or 18.8%, and new unit sales increased $0.5 million, or 2.9%.

Previous wording

Total average units on rent for the three months ended June 30, 2025 and 2024 were 197,799 and 220,414, respectively, representing a decrease of 22,615 units, or 10.3%. Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty. Portable storage average units on rent decreased by 17,229 units, or 13.8%, for the three months ended June 30, 2025 driven by lower demand in 2025. The average portable storage unit utilization rate during the three months ended June 30, 2025 was 50.8% as compared to 59.2% during the same period in 2024. Modular space average units on rent decreased 5,386 units, or 5.6%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The average modular space utilization rate during the three months ended June 30, 2025 was 59.6% as compared to 62.5% during the same period in 2024.

Current wording

Total average units on rent for the three months ended September 30, 2025 and 2024 were 195,182 and 217,643, respectively, representing a decrease of 22,461 units, or 10.3%. Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.

Previous wording

Modular space average monthly rental rates increased 5.2% year over year to $1,237 for the three months ended June 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities. Average portable storage monthly rental rates increased 7.2% year over year to $282 for the three months ended June 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers. Total VAPS revenues, which were included in leasing revenue, were $100 million for both the three months ended June 30, 2025 and 2024.

Current wording

Modular space average monthly rental rates increased 4.6% year over year to $1,254 for the three months ended September 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities. Average portable storage monthly rental rates increased 9.6% year over year to $290 for the three months ended September 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers. Total VAPS revenues, which were included in leasing revenue, were $100.2 million for both the three months ended September 30, 2025 and 2024.

Previous wording

Gross profit: Gross profit decreased $31.0 million, or 9.5%, to $296.1 million for the three months ended June 30, 2025 from $327.1 million for the three months ended June 30, 2024. The decrease in gross profit was a result of a $12.8 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.7 million, and a $12.8 million increase in depreciation of rental equipment. The decrease in gross profit was partially offset by a $1.2 million increase in new and rental unit sales gross profit. The decrease in leasing gross profit was primarily driven by lower demand in 2025.

Current wording

Gross profit: Gross profit decreased $39.9 million, or 12.4%, to $281.6 million for the three months ended September 30, 2025 from $321.5 million for the three months ended September 30, 2024. The decrease in gross profit was a result of a $22.9 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.5 million, a $3.1 million decrease in new and rental unit sales gross profit, and a $7.4 million increase in depreciation of rental equipment. The decrease in leasing gross profit was primarily driven by lower demand in 2025 and the increased accounts receivable write-offs. A $7.3 million increase in depreciation of rental equipment was driven by incremental depreciation recorded for rental equipment identified for disposal as part of the Company's network optimization initiative.

Previous wording

Cost of leasing and services increased by $4.1 million, or 2.3%, for the three months ended June 30, 2025 versus the three months ended June 30, 2024, driven by increased sitework expense associated with an increased mix of large, complex projects, an increase in subcontractor costs of $5.0 million, or 8.6%, and an increase in materials costs of $1.0 million, or 4.3%, partially offset by a decrease in labor costs of $1.0 million, or 1.5%. Cost of sales decreased by $1.4 million, or 6.1%, driven by an increased mix of sales of lower net book value rental units. Our resulting gross profit percentage was 50.3% and 54.1% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Cost of leasing and services decreased by $8.2 million, or 4.4%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, driven primarily by a decrease in subcontractor costs of $17.0 million, or 22.8%, as we continued our insourcing initiatives and reduced variable costs to match demand, partially offset by an increase in materials costs of $1.3 million, or 5.9%, and an increase in labor costs of $4.2 million, or 6.3%. Increased material costs and labor costs were driven by increased sitework expense associated with an increased mix of large, complex projects. We expect to continue adjusting variable costs where appropriate to match demand in the fourth quarter of 2025.

Previous wording

Selling, general and administrative expense ("SG&A"): SG&A decreased $35.8 million, or 19.8%, to $145.0 million for the three months ended June 30, 2025, as compared to $180.8 million for the three months ended June 30, 2024. The decrease was driven by a $23.6 million decrease in discrete expenses for legal and professional fees primarily related to our terminated acquisition of McGrath RentCorp ("McGrath") in 2024, a $6.0 million decrease in restructuring costs, a $2.7 million decrease in integration expense, and a $10.5 million decrease in the provision for credit losses, net of write offs. These decreased costs were partially offset by a $1.7 million, or 9.5%, increase in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $1.5 million increase in real estate and occupancy costs, and a $1.6 million increase in marketing and advertising expense.

Current wording

Selling, general and administrative expense: SG&A decreased $15.6 million, or 10.2%, to $137.7 million for the three months ended September 30, 2025, as compared to $153.3 million for the three months ended September 30, 2024. The decrease was driven by a $6.8 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $23.1 million decrease in the provision for credit losses, and a $2.5 million decrease in restructuring costs. These decreased costs were partially offset by a $13.7 million increase in employee SG&A excluding stock compensation, which was primarily related to variable compensation and higher employee insurance costs, as well as an increase of approximately 100 incremental sales headcount, a $2.3 million increase in real estate and occupancy costs, and a $1.3 million increase in service agreements and professional fees

Previous wording

Adjusted EBITDA: Adjusted EBITDA decreased $33.9 million, or 7%, to $477.7 million for the six months ended June 30, 2025 from $511.6 million for the six months ended June 30, 2024. The decrease was driven by a $24.7 million decrease in leasing gross profit and decreased delivery and installation gross profit of $14.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The decrease was partially offset by a $3.3 million increase in new and used sales gross profit and decreased SG&A, excluding discrete costs, of $1.3 million.

Current wording

Adjusted EBITDA: Adjusted EBITDA decreased $23.6 million, or 9%, to $243.3 million for the three months ended September 30, 2025 from $266.9 million for the three months ended September 30, 2024. The decrease was driven by a $22.9 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.5 million, and a $3.1 million decrease in new and used sales gross profit. The decrease was partially offset by decreased SG&A, excluding discrete costs, of $7.5 million. The net impact to Adjusted EBITDA of accounts receivable write-offs recorded as a reduction to revenue and the provision for credit losses recorded in SG&A was a $17.8 million and $22.1 million reduction to Adjusted EBITDA for the three months ended September 30, 2025 and the three months ended September 30, 2024, respectively, thus resulting in a $4.3 million positive impact to Adjusted EBITDA year over year.

Previous wording

Other depreciation and amortization: Other depreciation and amortization increased $11.3 million to $47.3 million for the six months ended June 30, 2025 as compared to $36.1 million for the six months ended June 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.

Current wording

Other depreciation and amortization: Other depreciation and amortization increased $1.3 million to $24.4 million for the three months ended September 30, 2025 as compared to $23.1 million for the three months ended September 30, 2024.

Previous wording

Income tax expense (benefit): Income tax expense was $20.0 million for the three months ended June 30, 2025 compared to income tax benefit of $13.9 million for the three months ended June 30, 2024, an increase in expense of $33.9 million. The increase in expense was primarily driven by an increase in income before income tax for the three months ended June 30, 2025.

Current wording

Income tax expense (benefit): Income tax expense was $17.0 million for the three months ended September 30, 2025 compared to income tax benefit of $20.6 million for the three months ended September 30, 2024, an increase in expense of $37.6 million. The increase in expense was primarily driven by an increase in income before income tax for the three months ended September 30, 2025.

Previous wording

Certain consolidated results of operations for the six months ended June 30, 2025 and 2024 are presented below.

Current wording

Certain consolidated results of operations for the nine months ended September 30, 2025 and 2024 are presented below.

Previous wording

Revenue: Total revenue decreased $43.1 million, or 3.6%, to $1,148.6 million for the six months ended June 30, 2025 from $1,191.8 million for the six months ended June 30, 2024. The decline in revenue was driven by a decrease in units on rent and a $17.7 million increase in write-offs recorded as a reduction to revenue compared to the same period in 2024. Leasing revenue decreased $41.9 million, or 4.6%, as compared to the same period in 2024, driven by the increase in write-offs and a decrease of 24,289 total average units on rent. Increases in average monthly rental rates offset some of these decreases. Delivery and installation revenues decreased $11.4 million, or 5.5%, due to decreased deliveries and returns. Rental unit sales increased $1.0 million, or 3.3%, and new unit sales increased $9.2 million, or 26.3%.

Current wording

Leasing revenue decreased $63.2 million, or 4.6%, as compared to the same period in 2024, driven by a decrease of 23,869 total average units on rent and the increase in accounts receivable write-offs, which drove $29.2 million of the decrease. Increases in average monthly rental rates offset some of these decreases. Delivery and installation revenues decreased $27.6 million, or 8.6%, due to the decline in activations and returns. Rental unit sales increased $3.5 million, or 8.1%, and new unit sales increased $9.7 million, or 18.4%.

Previous wording

Total average units on rent for the six months ended June 30, 2025 and 2024 were 199,477 and 223,766, respectively. Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty. Portable storage average units on rent decreased by 18,966 units, or 14.8%, for the six months ended June 30, 2025 driven by lower demand in 2025. The average portable storage utilization rate during the six months ended June 30, 2025 was 53.4% as compared to 60.7% during the same period in 2024. Modular space average units on rent decreased 5,323 units, or 5.6%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The average modular space utilization rate during the six months ended June 30, 2025 was 59.5% as compared to 62.5% during the same period in 2024.

Current wording

Total average units on rent for the nine months ended September 30, 2025 and 2024 were 197,905 and 221,774, respectively. Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.

Previous wording

Modular space average monthly rental rates increased 5.1% to $1,222 for the six months ended June 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities. Average portable storage monthly rental rates increased 4.6% to $274 for the six months ended June 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers. Total VAPS revenues, which are included in leasing revenues, were $196.4 million for both the six months ended June 30, 2025 and 2024.

Current wording

Modular space average monthly rental rates increased 4.9% to $1,232 for the nine months ended September 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities. Average portable storage monthly rental rates increased 6.1% to $279 for the nine months ended September 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers. Total VAPS revenues, which are included in leasing revenues, were $296.6 million for both the nine months ended September 30, 2025 and 2024.

Previous wording

Gross profit: Gross profit decreased $47.6 million, or 7.4%, to $596.4 million for the six months ended June 30, 2025 from $644.0 million for the six months ended June 30, 2024. The decrease in gross profit was a result of a $24.7 million decrease in leasing gross profit, decreased delivery and installation gross profit of $14.3 million, and a $11.9 million increase in depreciation of rental equipment. The decrease was partially offset by a $3.3 million increase in new and rental unit sales gross profit. The decrease in leasing gross profit was primarily driven by lower demand in 2025.

Current wording

Gross profit: Gross profit decreased $87.4 million, or 9.1%, to $878.1 million for the nine months ended September 30, 2025 from $965.5 million for the nine months ended September 30, 2024. The decrease in gross profit was a result of a $47.5 million decrease in leasing gross profit, decreased delivery and installation gross profit of $20.9 million, and a $19.3 million increase in depreciation of rental equipment. The decrease was partially offset by a $0.2 million increase in new and rental unit sales gross profit. The decrease in leasing gross profit was primarily driven by lower demand in 2025 and the increased accounts receivable write-offs. The increase in depreciation of rental equipment was driven by incremental depreciation of $26.6 million recorded for rental equipment identified for disposal as part of the network optimization initiative.

Previous wording

Cost of leasing and services decreased by $14.3 million, or 4.0%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, driven by a decrease in labor cost of $8.5 million, or 5.9%, and a decrease in material costs of $3.8 million, or 7.7%, as we reduced variable costs to match demand. Cost of sales increased by $6.9 million, or 18.2%. Our resulting gross profit percentage was 51.9% and 54.0% for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Cost of leasing and services decreased by $22.5 million, or 4.1%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, driven primarily by a decrease in subcontractor costs of $16.7 million, or 8.8%, as we continued our insourcing initiatives and reduced variable costs to match demand, a decrease in labor cost of $4.3 million, or 2.0%, and a decrease in material costs of $2.4 million, or 3.4%, as we reduced variable costs to match demand.

Previous wording

SG&A: SG&A decreased $46.9 million, or 13.4%, to $302.2 million for the six months ended June 30, 2025, as compared to $349.1 million for the six months ended June 30, 2024. The decrease was primarily driven by a $33.5 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $6.0 million decrease in restructuring costs, and a $16.6 million, or 237.1%, decrease in the provision for credit losses, net of write offs. Employee SG&A excluding stock compensation decreased $2.1 million, or 1.5%, due to lower employee headcount. These decreased costs were partially offset by a $6.5 million increase in travel costs associated with our bi-annual Company meeting, a $4.1 million, or 11.1%, increased in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $3.6 million increase in real estate and occupancy costs, and a $2.2 million increase in marketing and advertising expense.

Current wording

SG&A: SG&A decreased $62.6 million, or 12.5%, to $439.9 million for the nine months ended September 30, 2025, as compared to $502.5 million for the nine months ended September 30, 2024. The decrease was primarily driven by a $40.2 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $8.5 million decrease in restructuring costs, and a $39.7 million, or 243.6%, decrease in the provision for credit losses. These decreased costs were partially offset by an increase of employee SG&A excluding stock compensation of $11.6 million, or 6.1%, primarily relating to variable compensation and higher employee insurance costs, as well as an increase of approximately 100 incremental sales headcount, $5.7 million increase in travel costs associated with our bi-annual Company meeting, a $5.4 million, or 9.9%, increase in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $5.9 million increase in real estate and occupancy costs, and a $2.3 million increase in marketing and advertising expense.

Previous wording

Other depreciation and amortization: Other depreciation and amortization increased $6.1 million to $24.2 million for the three months ended June 30, 2025 as compared to $18.1 million for the three months ended June 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.

Current wording

Other depreciation and amortization: Other depreciation and amortization increased $12.6 million to $71.8 million for the nine months ended September 30, 2025 as compared to $59.2 million for the nine months ended September 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.

Previous wording

Impairment loss on intangible asset: Impairment loss on intangible asset was $132.5 million for the six months ended June 30, 2024 related to the impairment of the Mobile Mini trade name based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

Current wording

Impairment loss on intangible asset: Impairment loss on intangible asset was $132.5 million for the nine months ended September 30, 2024 related to the impairment of the Mobile Mini trade name based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

Previous wording

Income tax expense: Income tax expense increased $34.7 million to $37.9 million for the six months ended June 30, 2025 as compared to $3.2 million for the six months ended June 30, 2024. The increase in expense was driven by an increase in income before income tax for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Current wording

Income tax expense (benefit): Income tax expense increased $72.3 million to expense of $54.9 million for the nine months ended September 30, 2025 as compared to a benefit of $17.4 million for the nine months ended September 30, 2024. The increase in expense was driven by an increase in income before income tax for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Previous wording

Capital expenditures for rental equipment: Capital expenditures for rental equipment increased $20.2 million, or 15%, to $157.8 million for the six months ended June 30, 2025 from $137.6 million for the six months ended June 30, 2024. Net CAPEX increased $17.3 million, or 14%, to $136.8 million for the six months ended June 30, 2025 from $119.5 million for the six months ended June 30, 2024 driven by the increase in capital expenditures for rental equipment, partially offset by a $1.9 million decrease in the purchase of property, plant and equipment and a $1.4 million increase in proceeds from the sale of property, plant, and equipment.

Current wording

Capital expenditures for rental equipment: Capital expenditures for rental equipment increased $31.9 million, or 15%, to $238.8 million for the nine months ended September 30, 2025 from $207.0 million for the nine months ended September 30, 2024. Net CAPEX increased $27.7 million, or 16%, to $205.8 million for the nine months ended September 30, 2025 from $178.1 million for the nine months ended September 30, 2024 primarily driven by the increase in capital expenditures for rental equipment.

Previous wording

•Other expense, including consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, and unrealized gains and losses on investments.

Current wording

•Other expense, including consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, costs to implement a network optimization initiative, non-equity executive transition costs, and unrealized gains and losses on investments.

Previous wording

Our CODM evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below. Management believes that evaluating performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company and captures the business performance inclusive of indirect costs.

Current wording

Our Chief Operating Decision Maker evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below. Management believes that evaluating performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company and captures the business performance inclusive of indirect costs.

Previous wording

Our revolving credit facility provides an aggregate principal amount of up to $3.7 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $3.3 billion (the “US Facility”) and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the “ABL Facility”). Borrowing availability under the ABL Facility is equal to the lesser of $3.7 billion and the applicable borrowing bases. The borrowing bases are a function of, among other considerations, the value of the assets in the relevant collateral pool, of which our rental equipment represents the largest component. At June 30, 2025, we had $1.6 billion of available borrowing capacity under the ABL Facility.

Current wording

Borrowing availability under our Amended ABL Facility is equal to the lesser of $3.0 billion and the applicable borrowing bases. The borrowing bases are a function of, among other considerations, the value of the assets in the relevant collateral pool, of which our rental equipment represents the largest component. At September 30, 2025, we had $1.5 billion of available borrowing capacity under the Amended ABL Facility.