WillScot Holdings Corp (WSC)

ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 June 30, 2026 or prior periods.

The financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). We use certain non-GAAP financial measures 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.

Executive Summary

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

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

•Portable Storage Solutions: portable storage containers and climate-controlled containers and trailers.

•Value-Added Products ("VAPS"): a thoughtfully curated selection of solutions that supports our "Right from the Start" value proposition, including 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, sitework, installation, disassembly, removal and other services to our customers for an additional fee as part of our leasing and sales operations. We also provide other services to our customers, including technical expertise and oversight regarding building design and permitting, site preparation, and project management, including expansion or contraction of installed space based on changes in project requirements. We serve diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico. As of June 30, 2026, our branch network included approximately 240 branch locations and additional drop lots to service our over 85,000 customers.

We primarily lease, rather than sell, our space solutions to customers, which results in a diversified and predictable recurring revenue stream. Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease, or enterprise account agreements. Rental contracts with customers are generally based on a 28-day or monthly rate and billing cycle. The initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us. As our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, was approximately 41 months as of June 30, 2026. We believe our lease revenue is predictable due to its recurring nature and the underlying stability and diversification of our lease portfolio. We complement our core leasing business by selling both new and used units, allowing us to leverage scale, achieve purchasing benefits, and redeploy capital employed in our lease fleet.

Our customers operate in diversified end markets, including construction and infrastructure, commercial and industrial, energy and natural resources, and government and institutions. Core to our operating model is the ability to redeploy standardized assets across end markets. We track several leading market indicators to predict demand, including Gross Domestic Product in North America, the Architecture Billings Index, and non-residential construction square foot starts. These indicators, among others, support our demand forecast for our two largest end markets, the commercial and industrial sector and the construction and infrastructure market, which collectively accounted for approximately 86% of our revenues for the six months ended June 30, 2026.

Significant Developments

Network Optimization Plan

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 market coverage and customer service capabilities. Exiting those locations necessitates the disposal of certain rental equipment. The Network Optimization Plan

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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.

As of June 30, 2026, the Company has disposed of approximately 23,000 portable storage units and 11,000 modular space units related to the Network Optimization Plan. Portable storage units were generally recycled, for which we received proceeds to partially offset the cash paid for the disposal of modular units. For the six months ended June 30, 2026, we recorded restructuring and other related costs for the Network Optimization Plan of $17.8 million, consisting primarily of asset disposal costs. Total cash paid to implement the Network Optimization plan was $14.9 million for the six months ended June 30, 2026, and was partially offset by total cash proceeds of $6.8 million from portable storage unit recycling. As of June 30, 2026, we expect the initiative to result in total future costs of approximately $43 million, consisting of rental equipment disposal costs of approximately $27 million and rental equipment relocation costs of approximately $16 million.

Dividends

In February and May 2026, our Board of Directors declared quarterly dividends of $0.07 per share. Dividends paid were $25.4 million for the six months ended June 30, 2026. We intend to continue our quarterly dividend program, subject to Board approval, the requirements of our debt instruments, and based on available cash flow, capital allocation priorities, and market conditions.

Share Repurchases

During the six months ended June 30, 2026, we repurchased 352,900 shares of Common Stock for $7.3 million, excluding excise tax. As of June 30, 2026, $717.1 million of the authorization for future repurchases of the Common Stock remained available. We executed share repurchases as part of our capital allocation strategy to enhance shareholder value and optimize capital deployment in light of current market valuations. Refer to Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds included in this Quarterly Report on Form 10-Q for more information on our share repurchase program.

Second Quarter Summary

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

•Total revenues increased $23.1 million, or 3.9%, to $612.2 million. The increase in revenue was driven by a $27.4 million increase in delivery and installation revenue related to increased sitework for large complex projects and improved activation activity and a $6.8 million increase in leasing revenue. The increases were partially due to $12.6 million of total revenue, including both leasing and delivery and installation, associated with a significant event project in the three months ended June 30, 2026. The increase in total revenue was partially offset by a $7.0 million decline in new sales and a $4.1 million decline in rental unit sales.

•Leasing revenue increased $6.8 million, or 1.5%, primarily driven by a $5.5 million, or 2.2%, increase in modular space leasing revenue, a $3.4 million, or 3.4%, increase in VAPS and third-party leasing revenue, and a decrease of $4.7 million of write-offs of aged receivables recorded as a reduction to revenue. The increase was partially offset by a $4.6 million, or 5.8%, decrease in portable storage leasing revenue.

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

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

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

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

•Net cash provided by operating activities decreased $43.0 million to $162.3 million for the three months ended June 30, 2026. The decrease in net cash provided by operating activities included $6.1 million of cash outflows related to the execution of our Network Optimization Plan.

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

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

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

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

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

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ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our operations and current 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 8. Financial Statements and Supplemental Data of this 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, 2025 or prior periods.

For further discussion regarding our results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, 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 year ended December 31, 2024.

The consolidated financial statements were prepared in conformity with GAAP. We use certain non-GAAP financial measures 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.

Executive Summary

We are a leading business services provider specializing in innovative and flexible turnkey temporary space solutions. We offer our customers an extensive selection of space solutions with over 128,000 modular space units and over 176,000 portable storage units in our fleet. Our diverse product offering includes:

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

•Portable Storage Solutions: portable storage containers and climate-controlled containers and trailers.

•Value-Added Products ("VAPS"): a thoughtfully curated selection of solutions that supports our "Right from the Start" value proposition, including 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 also provide incremental value to our customers by providing other services, including technical expertise and oversight for customers regarding building design and permitting, site preparation, and project management, including expansion or contraction of installed space based on changes in project requirements. We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico. As of December 31, 2025, our branch network included approximately 260 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 highly 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 that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, was approximately 42 months as of December 31, 2025. 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.

We remain focused on safely and frugally growing lease revenue by increasing volumes, driving VAPS penetration, and optimizing rates. To achieve these objectives, we continue to invest in initiatives to improve customer service and increase the scope of our portfolio of turnkey space solutions. In 2025, we supported these initiatives by:

•Expanding our Enterprise Accounts and business development team with a focus on key industry verticals,

•Investing in the sales force and implementing new sales enablement tools to support stronger operational productivity and effectiveness,

•Launching an ecommerce solution to facilitate the customer experience through technology and self-service capabilities, and

•Continuing to grow our portfolio of new product solutions for our customers, including climate-controlled storage, clearspan structures, and perimeter solutions.

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2025 Full-Year Summary

For the year ended December 31, 2025, as compared to the year ended December 31, 2024, results and key drivers of our financial performance included:

•Total revenues decreased $114.3 million, or 4.8%, to $2,281.4 million for the year ended December 31, 2025. The decline in revenue was driven by a decrease in units on rent, two large projects in the prior year of approximately $26.0 million, and a $63.5 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024. The increased write-offs were primarily driven by aged receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding. However, write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in selling, general, and administrative expense ("SG&A") to the extent that the related receivables were already reserved. Additionally, seasonal retail demand, primarily for storage containers, was down approximately $13 million year-over-year.

•Leasing revenue decreased $90.9 million, or 4.9%, driven by a decrease in total average units on rent of 24,903, or 11.3%. Lower demand was driven by reductions in non-residential construction project start activity over the past three years as a result of higher interest rates. The decline was also driven by an increase of $48.7 million of write-offs of aged receivables deemed uncollectible recorded as a reduction to revenue, as well as a decrease of $6 million in seasonal retail demand, primarily for storage containers, partially offset by a 4.9% increase in modular average monthly rate and a 7.5% increase in storage average monthly rate. The 4.9% increase in modular average monthly rate was driven by our continued price optimization strategy. The 7.5% increase in storage average monthly rate was driven by a higher mix of climate-controlled containers on rent relative to steel containers.

•Delivery and installation revenue decreased $30.0 million, or 7.2%, driven by fewer deliveries, two large projects in the prior year representing approximately $26.0 million, and a $10.7 million increase in accounts receivable write-offs, partially offset by increased delivery and installation revenue driven by favorable product mix from large complex installations.

•Sales revenue: new unit sales revenue increased by $3.4 million, or 4.6%, and rental unit sales revenue increased $3.1 million, or 5.0%.

•Generated net loss of $53.0 million for the year ended December 31, 2025, representing a decrease to net income of $81.1 million versus the year ended December 31, 2024. The net loss included costs of $361.9 million, including:

–$301.9 million of restructuring costs related to our Network Optimization Plan, consisting of accelerated depreciation of rental equipment.

–$41.0 million of accelerated depreciation expense and $3.8 million reported in costs of leasing to implement the Company's real estate exit initiatives prior to the approval of the Network Optimization Plan.

–$5.1 million in non-equity executive transition costs included in SG&A.

•Generated Adjusted EBITDA of $971.0 million for the year ended December 31, 2025, representing a decrease of $92.1 million, or 8.7%, as compared to 2024.

•Net cash provided by operating activities increased $200.3 million to $762.0 million for the year ended December 31, 2025, primarily due to 2024 payments of $225.7 million for the termination fee paid in connection with the termination of our proposed merger with McGrath RentCorp. ("McGrath") and transaction costs from terminated acquisitions.

•Net cash used in investing activities, excluding cash used for acquisitions, increased $31.6 million to $272.8 million due to an increase in the purchase of rental equipment and refurbishments of $36.8 million as a result of increased new fleet purchases, modular refurbishments, and investments in VAPS to support strong activity in large project demand.

•Generated Adjusted Free Cash Flow of $488.8 million for the year ended December 31, 2025, representing a decrease of $65.2 million, or 11.8%, as compared to 2024. During the year ended December 31, 2025, we deployed Free Cash Flow to:

–Acquire a regional provider of climate-controlled containers and trailers and rental fleet assets from two companies for $141.3 million.

–Repurchase $97.5 million of our Common Stock, reducing outstanding Common Stock by 3.9 million shares.

–Redeem $50.0 million of our 2031 Secured Notes to reduce borrowing costs.

–Reduce outstanding borrowings under our ABL Facility by $67.6 million.

–Pay quarterly dividends of $0.07 per share, returning $51.1 million to our stockholders.

•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 stockholders via

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share repurchases and dividends. 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 measures, to evaluate our operating results, we use Adjusted EBITDA, Adjusted Free Cash Flow, and Net 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-GAAP Financial Measures."

Significant Developments

Leadership Updates

On September 3, 2025, our Board of Directors unanimously elected Tim Boswell as Chief Executive Officer and as a director, effective January 1, 2026. Also effective September 4, 2025, Worthing Jackman, former non-Executive Chairman of the Board, began serving as Executive Chairman of the Board, to continue to lead the Board and to assist the CEO and senior management team in achieving the Company’s strategic plan.

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