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WillScot Reports Fourth Quarter and Full Year 2025 Results and Provides 2026 Outlook
Business
Feb 19 2026
35 min read

WillScot Reports Fourth Quarter and Full Year 2025 Results and Provides 2026 Outlook

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Exceeded Q4 2025 Outlook for Revenue and Adjusted EBITDA, with Strong Adjusted Free Cash Flow

Modular Activations Increased Year-Over-Year in Q4 2025, with Total Pending Order Book Up
More than 10% Entering 2026 and Further Strength Since

Provides Conservative Outlook for 2026 Relative to Run Rate Entering the Year

SCOTTSDALE, Ariz., Feb. 19, 2026 (GLOBE NEWSWIRE) -- WillScot Holdings Corporation (“WillScot” or the “Company”) (Nasdaq: WSC), a leader in innovative temporary space solutions, today announced fourth quarter and full year 2025 results, including key performance highlights and market updates. The Company also announced its outlook for full year 2026.

Q4 20251, 2

  • Generated revenue of $566 million, gross profit margin percentage of 50.4%, net loss of $187 million.

  • Reported Adjusted Net Income of $55 million and Adjusted EBITDA of $250 million at a 44.2% margin.

  • Reported diluted and Adjusted Diluted Earnings Per Share of $(1.03) and $0.29, respectively.

  • Leasing revenues of $437 million declined 5.9% year-over-year and increased 0.8% sequentially. Excluding longer-dated receivables write-offs, leasing revenues were down 1.7% year-over-year and modular space product leasing revenues were essentially flat to prior year.

  • Generated Net cash provided by operating activities of $159 million at a 28.1% margin and Adjusted Free Cash Flow of $91 million at a 16.2% margin.

  • Paid down $41 million of outstanding debt and returned $30 million to shareholders through share repurchases and our quarterly cash dividend.

  • Initiated a comprehensive network optimization initiative ("Network Optimization Plan"), which was approved by the Board of Directors on December 18, 2025, to reduce expected annual real estate cost increases over the next four years by approximately $25 million to $30 million through planned real estate exits. As a result of this plan, the Company recorded a $302 million non-cash restructuring charge due to accelerated depreciation on certain rental equipment identified for abandonment in the quarter.

Full Year 20251, 2, 4

  • Generated revenue of $2.3 billion, gross profit margin percentage of 51.0%, and net loss of $53 million.

  • Reported Adjusted Net Income of $219 million and Adjusted EBITDA of $971 million at a 42.6% margin.

  • Reported diluted and Adjusted Diluted Earnings Per Share of $(0.29) and $1.20, respectively.

  • Leasing revenues of $1.7 billion declined 4.9% year-over-year. Excluding longer-dated receivables write-offs, leasing revenues were down 2.3% year-over-year.

  • Generated Net cash provided by operating activities of $762 million at a 33.4% margin and Adjusted Free Cash Flow of $489 million at a 21.4% margin.

  • Paid down $146 million of outstanding debt and returned $151 million to shareholders through share repurchases and quarterly cash dividends.

2026 Outlook1, 2

  • FY 2026 Revenue of approximately $2.175 billion and Adjusted EBITDA of approximately $900 million, reflecting a conservative view relative to revenue and Adjusted EBITDA run rates entering the year and the $50 million headwind in the traditional storage business discussed previously.

  • FY 2026 Net CAPEX of approximately $275 million, reflecting continued investments in higher value product categories to support strong activity in large project demand and a potential inflection in organic revenue growth.

Tim Boswell, President and Chief Executive Officer of WillScot, commented, "We ended 2025 in a solid position to execute our strategic priorities entering 2026. Market activity remains heavily bifurcated with significant demand across mega projects in our industrial sectors compared to overall non-residential construction square footage starts down 12% year-over-year in the quarter and down 6% for the year. Our team is focused on executing the commercial and operational initiatives that are within our control and showing encouraging results entering 2026. Modular activations were up 3% year-over-year in the fourth quarter and pending orders across all products were up more than 10% year-over-year entering January with further strength since. This reflects growing demand for modular complexes and Flex for larger projects, as well as strong order growth for traditional and cold storage, particularly in our retail vertical. We continue to expect that our Enterprise Accounts portfolio will deliver high single digit revenue growth in 2026. And improved staffing and systems enabling our field sales organization are potential tailwinds entering 2026. Operationally, we are progressing initiatives across our field and shared services teams, which are driving an improved customer experience, resilient margins, and outstanding free cash flow generation."

Boswell continued, "We enter 2026 focused on delivering consistent results through disciplined execution against our operating strategies. Our internal plans and compensation targets comfortably exceed our outlook, although the market backdrop remains mixed, and we think the conservatism is prudent given our recent trends. Our top priority is to drive an inflection in organic revenue growth in 2026 and unlock the significant operating efficiencies embedded across our platform, which together provide a clear path to drive long-term shareholder value creation."

Matt Jacobsen, Chief Financial Officer of WillScot, commented, "Fourth quarter 2025 revenue of $566 million compared favorably to our outlook as we ended the year. Leasing revenue increased sequentially in the quarter despite our continued accounts receivable clean up initiatives and lower seasonal retail storage business. Our modular space leasing revenues in the quarter were essentially flat to prior year, which combined with the growing order book, indicates lease revenue stabilization in our largest product class. Unit sales and increased delivery and return activity drove a majority of the revenue outperformance to our outlook, although resulted in a lower margin revenue mix."

Jacobsen concluded, "Looking to 2026, our initial outlook of approximately $2.175 billion in revenue and $900 million in Adjusted EBITDA is conservative relative to our run rate entering the year and reflects the $50 million headwind in our traditional storage business we discussed previously. Through our ongoing internal initiatives, we anticipate leasing trends can improve with the potential to inflect quarterly leasing revenues year-over-year at some point in the second half 2026 and place us on a growth trajectory for 2027."

Fourth Quarter 2025 Results1

 

Three Months Ended
December 31,

 

Year Ended
December 31,

(in thousands, except share data)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Revenue

$

565,971

 

 

$

602,515

 

 

$

2,281,446

 

 

$

2,395,718

 

Net (loss) income

$

(187,316

)

 

$

89,215

 

 

$

(52,990

)

 

$

28,129

 

Adjusted Net Income1

$

54,659

 

 

$

90,469

 

 

$

218,987

 

 

$

309,512

 

Adjusted EBITDA1

$

250,034

 

 

$

284,712

 

 

$

971,039

 

 

$

1,063,160

 

Gross profit margin

 

50.4

%

 

 

55.8

%

 

 

51.0

%

 

 

54.3

%

Adjusted EBITDA Margin (%)1

 

44.2

%

 

 

47.3

%

 

 

42.6

%

 

 

44.4

%

Net cash provided by operating activities

$

158,896

 

 

$

178,919

 

 

$

761,985

 

 

$

561,644

 

Adjusted Free Cash Flow1

$

91,447

 

 

$

136,830

 

 

$

488,781

 

 

$

553,937

 

Diluted (loss) earnings per share

$

(1.03

)

 

$

0.48

 

 

$

(0.29

)

 

$

0.15

 

Adjusted Diluted Earnings Per Share1

$

0.29

 

 

$

0.49

 

 

$

1.20

 

 

$

1.63

 

Weighted average diluted shares outstanding

 

181,453,222

 

 

 

186,208,059

 

 

 

182,394,306

 

 

 

190,292,256

 

Adjusted weighted average diluted shares outstanding1

 

181,861,380

 

 

 

186,208,059

 

 

 

183,336,438

 

 

 

190,292,256

 

Net cash provided by operating activities margin

 

28.1

%

 

 

29.7

%

 

 

33.4

%

 

 

23.4

%

Adjusted Free Cash Flow Margin (%)1

 

16.2

%

 

 

22.7

%

 

 

21.4

%

 

 

23.1

%

Return on Invested Capital1

 

15.8

%

 

 

18.3

%

 

 

14.8

%

 

 

16.7

%

 


 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

(in thousands)

2025

 

2024

 

2025

 

2024

Modular space leasing revenue(a)

$

249,791

 

$

250,683

 

$

997,784

 

$

1,011,086

Portable storage leasing revenue

 

82,951

 

 

93,245

 

 

319,305

 

 

356,873

VAPS and third-party leasing revenues(b)

 

100,960

 

 

101,038

 

 

397,547

 

 

397,640

Other leasing-related revenue(b)(c)

 

3,791

 

 

20,138

 

 

34,387

 

 

74,276

Leasing revenue

 

437,493

 

 

465,104

 

 

1,749,023

 

 

1,839,875

Delivery and installation revenue

 

93,257

 

 

95,607

 

 

388,887

 

 

418,881

Total leasing and services revenue

 

530,750

 

 

560,711

 

 

2,137,910

 

 

2,258,756

New unit sales revenue

 

15,514

 

 

21,772

 

 

77,941

 

 

74,499

Rental unit sales revenue

 

19,707

 

 

20,032

 

 

65,595

 

 

62,463

Total revenues

$

565,971

 

$

602,515

 

$

2,281,446

 

$

2,395,718

 

(a) Includes revenue from clearspan structures.
(b) Includes $10.3 million and $4.8 million of service revenue for the three months ended December 31, 2025 and 2024, respectively, and $38.6 million and $35.2 million of service revenue for the year ended December 31, 2025 and 2024, respectively.
(c) Includes primarily damage billings, delinquent payment charges, service revenue, and other processing fees associated with leasing arrangements, and is partially offset by write offs of specific uncollectible lease receivables recorded as a reduction to revenue of $25.3 million and $5.8 million, for the three months ended December 31, 2025 and 2024, respectively, and $75.5 million and $26.8 million for the year ended December 31, 2025 and 2024, respectively.

Capitalization and Liquidity Update1, 2, 3, 4
As of and for the three months ended December 31, 2025, except where noted:

  • Net cash provided by operating activities was $159 million, resulting in $91 million of Adjusted Free Cash Flow after Net CAPEX investments.

  • Invested $67 million of Net CAPEX, including $79 million of capital expenditures for rental equipment, supporting both maintenance capex needs and growth in higher value products to support strong large project demand.

  • Total debt was $3,588 million and net debt, or total debt net of cash and cash equivalents, was $3,574 million, representing a $41 million reduction in our total debt balance in the quarter. Our next debt maturity is in 2028.

  • Redeemed $50 million of our 7.375% senior secured notes due 2031 ("2031 notes") using availability under our asset-based revolving credit facility ("ABL Facility") to optimize interest costs.

  • Availability under our ABL Facility was approximately $1.4 billion.

  • Weighted average pre-tax interest rate, inclusive of $1.25 billion of fixed-to-floating swaps of 1 month SOFR at 3.55%, was approximately 5.7%. Estimated annual cash interest expense based on our current debt structure and benchmark rates is approximately $206 million, or approximately $215 million inclusive of non-cash amortization of deferred financing fees. Our debt structure is approximately 88% / 12% fixed-to-floating after giving effect to all interest rate swaps, the partial redemption of our 2031 notes, and the amendment of our ABL Facility completed in October.

  • Net Debt to Adjusted EBITDA was at 3.7x based on our last 12 months Adjusted EBITDA of $971 million.

  • For the three and twelve months ended December 31, 2025, repurchased 1,000,000 and 3,924,846 shares of Common Stock for $17 million and $100 million, respectively, contributing to a 1.3% reduction in our outstanding share count over the 12 months ended December 31, 2025.

  • Paid quarterly cash dividend of $0.07 per share on December 17, 2025 to shareholders of record as of December 3, 2025.

2026 Full Year Outlook1, 2
The Company's outlook for Revenue and Adjusted EBITDA reflects a conservative view relative to the run rate entering the year and the headwinds discussed previously in the traditional storage business. The Net CAPEX outlook reflects continued investments in higher value product categories to support strong activity in large project demand and a potential inflection in organic revenue at some point in the second half of 2026. This outlook uses approximate figures and is subject to risks and uncertainties, including those described in "Forward-Looking Statements" below.

$M

2026 Outlook

Revenue

$2,175

Adjusted EBITDA1,2

$900

Net CAPEX1,2

$275

 

____________________
1 - Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Weighted Average Diluted Shares Outstanding, Adjusted Free Cash Flow, Adjusted Free Cash Flow Margin, Net Debt to Adjusted EBITDA, Net CAPEX and Return on Invested Capital are financial measures that are not required by, or calculated in accordance with, generally accepted accounting principles in the US ("GAAP"). Further information and reconciliations for these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP are included at the end of this press release.
2 - Information reconciling forward-looking Adjusted EBITDA and Net CAPEX to the most directly comparable GAAP financial measures is unavailable to the Company without unreasonable effort and, therefore, neither the most directly comparable GAAP financial measures nor reconciliations to the most directly comparable GAAP measures are provided.
3 - Net Debt to Adjusted EBITDA is defined as total debt, net of total cash and cash equivalents, divided by Adjusted EBITDA from the last twelve months.
4 - Share repurchase figure includes excise taxes paid of approximately $2 million in 2025.

Non-GAAP Financial Measures

This press release includes non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Weighted Average Diluted Shares Outstanding, Adjusted Free Cash Flow, Adjusted Free Cash Flow Margin, Return on Invested Capital, Net CAPEX, and Net Debt to Adjusted EBITDA ratio. These non-GAAP financial measures should not be considered in isolation from, or as an alternative to, financial measures calculated in accordance with GAAP. Other companies may calculate these non-GAAP financial measures differently, and, therefore, the Company's non-GAAP financial measures may not be directly comparable to similarly-titled measures of other companies. For reconciliations of the non-GAAP financial measures used in this press release (except as explained below), see “Reconciliation of Non-GAAP Financial Measures" included in this press release.

Information regarding the most directly comparable GAAP financial measures and reconciling forward-looking Adjusted EBITDA and Net CAPEX to those GAAP financial measures is unavailable to the Company without unreasonable effort. We cannot provide the most comparable GAAP financial measures nor reconciliations of forward-looking Adjusted EBITDA and Net CAPEX to the most directly comparable GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted, such as the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income, and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the Company without unreasonable effort. Although we provide outlooks for Adjusted EBITDA and Net CAPEX that we believe will be achieved, we cannot accurately predict all the components of the Adjusted EBITDA and Net CAPEX calculations. The Company provides Adjusted EBITDA and Net CAPEX guidance because we believe that Adjusted EBITDA and Net CAPEX, when viewed with our results under GAAP, provides useful information for the reasons noted below.

Conference Call Information

WillScot will host a conference call and webcast to discuss its fourth quarter and full year 2025 results and the 2026 outlook at 5:30 p.m. Eastern Time on Thursday, February 19, 2026. To access the live call by phone, use the following link:

https://register-conf.media-server.com/register/BIc99bd692023f46d5a4b2e4bc0ba96729

You will be provided with dial-in details after registering. To avoid delays, we recommend that participants dial into the conference call 15 minutes ahead of the scheduled start time. A live webcast will also be accessible via the "Events & Presentations" section of the Company's investor relations website: www.investors.willscot.com. Choose "Events" and select the information pertaining to the WillScot Fourth Quarter 2025 Conference Call. Additionally, there will be slides accompanying the webcast. Please allow at least 15 minutes prior to the call to register, download and install any necessary software. For those unable to listen to the live broadcast, an audio webcast of the call will be available for 12 months on the Company’s investor relations website.

About WillScot

Listed on the Nasdaq stock exchange under the ticker symbol “WSC,” WillScot is the premier provider of highly innovative and turnkey space solutions in North America. The Company’s comprehensive range of products includes modular office complexes, mobile offices, classrooms, temporary restrooms, portable storage containers, protective buildings and climate-controlled units, and clearspan structures, as well as a curated selection of furnishings, appliances, and other supplementary services, ensuring turnkey solutions for its customers. Headquartered in Scottsdale, Arizona, and operating from a network of approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, WillScot’s business services are essential for diverse customer segments spanning all sectors of the economy.

Forward-Looking Statements

This press release contains forward-looking statements (including the guidance/outlook contained herein) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words "estimates," "expects," "anticipates," "believes," "forecasts," "plans," "intends," "may," "will," "should," "shall," "outlook," "guidance," "see," "have confidence" and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature. Certain of these forward-looking statements include statements relating to: our network optimization initiative, mergers and acquisitions pipeline, acceleration of our run rate, acceleration toward and the timing of our achievement of our three to five year milestones, growth and acceleration of cash flow, driving higher returns on invested capital, and Adjusted EBITDA Margin expansion. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in or implied by the forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, they are predictions and we can give no assurance that any such forward-looking statement will materialize. Important factors that may affect actual results or outcomes include, among others, economic conditions and changes therein, including financial market conditions and levels of end market demand; our ability to effectively compete in the modular space and portable storage industries; our ability to effectively manage our credit risk, collect on our accounts receivable, or recover our rental equipment from customers; our ability to implement our Network Optimization Plan (hereinafter defined); laws and regulations governing antitrust, climate related disclosures, cybersecurity and information technology, privacy, government contracts, anti-corruption, and the environment; the actions of activist shareholders; our ability to successfully acquire and integrate new operations; risks associated with cybersecurity threats and failure of our management information systems; trade policies and changes in trade policies, including the imposition of or increases in tariffs, their enforcement, trade restrictions, and broader economic measures and their consequences; fluctuations in interest rates and commodity prices; risks associated with labor relations, labor costs and labor disruptions; changes in the competitive environment of our customers as a result of the economic climate in which they operate and/or economic or financial disruptions to their industry; our ability to adequately protect our intellectual property and other proprietary rights that are material to our business; natural disasters and other business disruptions such as pandemics; our ability to establish and maintain the appropriate physical presence in our markets; property, casualty or other losses not covered by our insurance; our ability to close our unit sales transactions; our ability to achieve our sustainability goals; operational, economic, political, and regulatory risks; effective management of our rental equipment; the effect of changes in state building codes on our ability to remarket our buildings; significant increases in the costs and restrictions on the availability of raw materials and labor; fluctuations in fuel costs or a reduction in fuel supplies; our reliance on third-party manufacturers and suppliers; impairment of our goodwill, intangible assets and indefinite-life intangible assets; our ability to use our net operating loss carryforwards and other tax attributes; our ability to recognize deferred tax assets, such as those related to tax loss carryforwards, and utilize future tax savings; unanticipated changes in tax obligations, adoption of new tax legislation, or exposure to additional income tax liabilities; our ability to access the capital and credit markets or the ability of key counterparties to perform their obligations to us; our ability to service our debt and operate our business; our ability to incur significant additional amounts of debt and avoid risks associated with substantial indebtedness; covenants that limit our operating and financial flexibility; and such other risks and uncertainties described in the periodic reports we file with the US Securities and Exchange Commission ("SEC") from time to time (including our Annual Report on Form 10-K for the year ended December 31, 2025), which are available through the SEC’s EDGAR system at www.sec.gov and on our website. Any forward-looking statement speaks only at the date on which it is made, and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

Additional information can be found on the Company's website at www.willscot.com.

Contact Information

 

 

 

 

 

Investor Inquiries:

 

Media Inquiries:

Charlie Wohlhuter

 

Juliana Welling

[email protected]

 

[email protected]

 


WillScot Holdings Corporation
Consolidated Statements of Operations

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

(in thousands, except share and per share data)

2025

 

2024

 

2025

 

2024

Revenues:

 

 

 

 

 

 

 

Leasing and services revenue:

 

 

 

 

 

 

 

Leasing

$

437,493

 

 

$

465,104

 

$

1,749,023

 

 

$

1,839,875

Delivery and installation

 

93,257

 

 

 

95,607

 

 

388,887

 

 

 

418,881

Sales revenue:

 

 

 

 

 

 

 

New units

 

15,514

 

 

 

21,772

 

 

77,941

 

 

 

74,499

Rental units

 

19,707

 

 

 

20,032

 

 

65,595

 

 

 

62,463

Total revenues

 

565,971

 

 

 

602,515

 

 

2,281,446

 

 

 

2,395,718

Costs:

 

 

 

 

 

 

 

Costs of leasing and services:

 

 

 

 

 

 

 

Leasing

 

90,644

 

 

 

88,386

 

 

371,603

 

 

 

385,078

Delivery and installation

 

79,395

 

 

 

78,093

 

 

323,403

 

 

 

328,880

Costs of sales:

 

 

 

 

 

 

 

New units

 

10,608

 

 

 

14,258

 

 

53,164

 

 

 

45,554

Rental units

 

11,852

 

 

 

10,017

 

 

35,720

 

 

 

32,224

Depreciation of rental equipment

 

87,940

 

 

 

75,412

 

 

333,970

 

 

 

302,143

Gross profit

 

285,532

 

 

 

336,349

 

 

1,163,586

 

 

 

1,301,839

Other operating expenses:

 

 

 

 

 

 

 

Selling, general and administrative

 

142,211

 

 

 

136,795

 

 

581,762

 

 

 

630,705

Other depreciation and amortization

 

24,299

 

 

 

23,666

 

 

96,051

 

 

 

82,829

Restructuring costs

 

301,863

 

 

 

19

 

 

302,180

 

 

 

8,559

Termination fee

 

 

 

 

 

 

 

 

 

180,000

Impairment loss on intangible asset

 

 

 

 

 

 

 

 

 

132,540

Currency (gains) losses, net

 

(34

)

 

 

687

 

 

210

 

 

 

593

Other expense, net

 

879

 

 

 

763

 

 

1,929

 

 

 

2,698

Operating income

 

(183,686

)

 

 

174,419

 

 

181,454

 

 

 

263,915

Interest expense, net

 

55,599

 

 

 

59,352

 

 

231,511

 

 

 

227,311

Loss on extinguishment of debt

 

5,364

 

 

 

 

 

5,364

 

 

 

(Loss) income before income tax

 

(244,649

)

 

 

115,067

 

 

(55,421

)

 

 

36,604

Income tax (benefit) expense

 

(57,333

)

 

 

25,852

 

 

(2,431

)

 

 

8,475

Net (loss) income

$

(187,316

)

 

$

89,215

 

$

(52,990

)

 

$

28,129

 

 

 

 

 

 

 

 

(Loss) earnings per share:

 

 

 

 

Basic

$

(1.03

)

 

$

0.48

 

$

(0.29

)

 

$

0.15

Diluted

$

(1.03

)

 

$

0.48

 

$

(0.29

)

 

$

0.15

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

181,453,222

 

 

 

184,347,088

 

 

182,394,306

 

 

 

188,101,693

Diluted

 

181,453,222

 

 

 

186,208,059

 

 

182,394,306

 

 

 

190,292,256

 


WillScot Holdings Corporation
Consolidated Balance Sheets

 

 

December 31,

(in thousands, except share amounts)

 

2025

 

 

 

2024

 

Assets

 

 

 

Cash and cash equivalents

$

14,587

 

 

$

9,001

 

Trade receivables, net of allowances for credit losses at December 31, 2025 and December 31, 2024 of $61,755 and $101,693, respectively

 

394,708

 

 

 

430,381

 

Inventories

 

45,560

 

 

 

47,473

 

Prepaid expenses

 

27,709

 

 

 

47,410

 

Other current assets

 

41,328

 

 

 

20,341

 

Assets held for sale

 

1,159

 

 

 

2,904

 

Total current assets

 

525,051

 

 

 

557,510

 

Rental equipment, net

 

3,093,321

 

 

 

3,377,939

 

Property, plant and equipment, net

 

390,220

 

 

 

363,073

 

Operating lease assets

 

310,662

 

 

 

266,761

 

Goodwill

 

1,257,612

 

 

 

1,201,353

 

Intangible assets, net

 

224,088

 

 

 

251,164

 

Other non-current assets

 

15,213

 

 

 

17,111

 

Total long-term assets

 

5,291,116

 

 

 

5,477,401

 

Total assets

$

5,816,167

 

 

$

6,034,911

 

Liabilities and equity

 

 

 

Accounts payable

$

109,864

 

 

$

96,597

 

Accrued expenses

 

125,896

 

 

 

121,583

 

Accrued employee benefits

 

36,176

 

 

 

25,062

 

Deferred revenue and customer deposits

 

237,322

 

 

 

250,790

 

Operating lease liabilities – current

 

70,752

 

 

 

66,378

 

Current portion of long-term debt

 

31,094

 

 

 

24,598

 

Total current liabilities

 

611,104

 

 

 

585,008

 

Long-term debt

 

3,557,074

 

 

 

3,683,502

 

Deferred tax liabilities

 

492,332

 

 

 

505,913

 

Operating lease liabilities – non-current

 

241,933

 

 

 

200,875

 

Other non-current liabilities

 

57,470

 

 

 

41,020

 

Long-term liabilities

 

4,348,809

 

 

 

4,431,310

 

Total liabilities

 

4,959,913

 

 

 

5,016,318

 

Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at December 31, 2025 and December 31, 2024

 

 

 

 

 

Common Stock: $0.0001 par, 500,000,000 shares authorized and 181,184,438 and 183,564,899 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

 

19

 

 

 

19

 

Additional paid-in-capital

 

1,725,642

 

 

 

1,836,165

 

Accumulated other comprehensive loss

 

(69,453

)

 

 

(70,627

)

Accumulated deficit

 

(799,954

)

 

 

(746,964

)

Total shareholders' equity

 

856,254

 

 

 

1,018,593

 

Total liabilities and shareholders' equity

$

5,816,167

 

 

$

6,034,911

 

 

Reconciliation of Non-GAAP Financial Measures

In addition to using GAAP financial measures, we use certain non-GAAP financial measures that we believe are important for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends. Each of these non-GAAP financial measures has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for analysis of, results reported under GAAP. Our measurements of these metrics may not be comparable to similarly titled measures of other companies.

Adjusted EBITDA

We define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), depreciation and amortization. Our adjusted EBITDA ("Adjusted EBITDA") reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what we consider transactions or events not related to our core business operations:

  • Currency (gains) losses, net on monetary assets and liabilities denominated in foreign currencies other than the subsidiaries’ functional currency.

  • Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet, and property, plant and equipment.

  • Restructuring costs, lease impairment expense, and other related charges associated with restructuring plans designed to streamline operations and reduce costs including employee and lease termination costs.

  • Transaction costs including legal and professional fees and other transaction specific related costs.

  • Costs to integrate acquired companies, including outside professional fees, non-capitalized costs associated with system integrations, non-lease branch and fleet relocation expenses, employee relocation and training costs, and other costs required to realize cost or revenue synergies.

  • Non-cash charges for stock compensation plans.

  • 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, unrealized gains and losses on investments, costs to implement the Company's real estate exits prior to approval of the Network Optimization Plan, and non-equity executive transition costs.

We evaluate business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company's consolidated net (loss) income to Adjusted EBITDA below. The Company believes that Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors because they (i) allow investors to compare performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; (ii) are used by our board of directors and management to assess our performance; (iii) may, subject to the limitations described below, enable investors to compare the performance of the Company to its competitors; (iv) provide additional tools for investors to use in evaluating ongoing operating results and trends; and (v) align with definitions in our ABL Facility.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider the measure in isolation or as a substitute for net income (loss), cash flow from operations or other methods of analyzing the Company’s results as reported under GAAP. Some of these limitations are:

  • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

  • Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

  • Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;

  • Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

  • Adjusted EBITDA does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

  • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

  • Other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as a measure of cash that will be available to meet our obligations. Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income (loss) or cash flow from operating activities as an indicator of operating performance or liquidity.

The following table provides reconciliations of net (loss) income to Adjusted EBITDA:

 

Three Months Ended
December 31,

 

Year Ended
December 31,

(in thousands)

2025

 

2024

 

2025

 

2024

Net (loss) income

$

(187,316

)

 

$

89,215

 

$

(52,990

)

 

$

28,129

Income tax (benefit) expense

 

(57,333

)

 

 

25,852

 

 

(2,431

)

 

 

8,475

Depreciation and amortization

 

112,239

 

 

 

99,078

 

 

430,021

 

 

 

384,972

Restructuring costs, lease impairment expense and other related charges

 

301,918

 

 

 

28

 

 

302,804

 

 

 

9,435

Interest expense, net

 

55,599

 

 

 

59,352

 

 

231,511

 

 

 

227,311

Loss on extinguishment of debt

 

5,364

 

 

 

 

 

5,364

 

 

 

Stock compensation expense

 

11,748

 

 

 

7,719

 

 

38,426

 

 

 

35,966

Integration and transaction costs

 

182

 

 

 

497

 

 

3,103

 

 

 

8,172

Currency (gains) losses, net

 

(34

)

 

 

687

 

 

210

 

 

 

593

Termination fee

 

 

 

 

 

 

 

 

 

180,000

Impairment loss on intangible asset

 

 

 

 

 

 

 

 

 

132,540

Impairment loss on long-lived asset

 

 

 

 

374

 

 

 

 

 

374

Other(a)

 

7,667

 

 

 

1,910

 

 

15,021

 

 

 

47,193

Adjusted EBITDA

$

250,034

 

 

$

284,712

 

$

971,039

 

 

$

1,063,160

 

(a) For the three and twelve months ended December 31, 2025, Other included $2.3 million and $3.8 million in costs to implement the Company's real estate exit initiatives prior to approval of the Network Optimization Plan and $3.8 million and $5.1 million in non-equity executive transition costs, respectively. For the three and twelve months ended December 31, 2024,Other included $1.1 million and $42.4 million in legal and professional fees related to the terminated merger with McGrath RentCorp ("McGrath"), respectively.

Adjusted EBITDA Margin

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. Management believes that the presentation of Adjusted EBITDA Margin provides useful information to investors regarding the performance of our business. The following table provides comparisons of Adjusted EBITDA Margin to Gross Profit Margin:

 

Three Months Ended
December 31,

 

Year Ended
December 31,

(in thousands)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Adjusted EBITDA (A)

$

250,034

 

 

$

284,712

 

 

$

971,039

 

 

$

1,063,160

 

Revenue (B)

$

565,971

 

 

$

602,515

 

 

$

2,281,446

 

 

$

2,395,718

 

Adjusted EBITDA Margin (A/B)

 

44.2

%

 

 

47.3

%

 

 

42.6

%

 

 

44.4

%

Gross profit (C)

$

285,532

 

 

$

336,349

 

 

$

1,163,586

 

 

$

1,301,839

 

Gross Profit Margin (C/B)

 

50.4

%

 

 

55.8

%

 

 

51.0

%

 

 

54.3

%

 

Net Debt to Adjusted EBITDA Ratio

Net Debt to Adjusted EBITDA ratio is defined as Net Debt divided by Adjusted EBITDA from the last twelve months. We define Net Debt as total debt net of total cash and cash equivalents. Management believes that the presentation of Net Debt to Adjusted EBITDA ratio provides useful information to investors regarding the performance of our business. The following table provides a reconciliation of Net Debt to Adjusted EBITDA ratio:

(in thousands)

December 31, 2025

Long-term debt

$

3,557,074

Current portion of long-term debt

 

31,094

Total debt

 

3,588,168

Cash and cash equivalents

 

14,587

Net debt (A)

$

3,573,581

 

 

Adjusted EBITDA from the three months ended March 31, 2025

$

228,785

Adjusted EBITDA from the three months ended June 30, 2025

 

248,913

Adjusted EBITDA from the three months ended September 30, 2025

 

243,307

Adjusted EBITDA from the three months ended December 31, 2025

 

250,034

Adjusted EBITDA from the last twelve months (B)

$

971,039

Net Debt to Adjusted EBITDA ratio (A/B)

 

3.7

 

Adjusted Net Income and Adjusted Diluted Earnings Per Share

We define Adjusted Net Income as net income (loss), plus certain non-cash items and the effect of what we consider transactions not related to our core business operations including:

  • Restructuring costs, lease impairment expense, and other related charges associated with restructuring plans designed to streamline operations and reduce costs including employee and lease termination costs.

  • Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet and property, plant and equipment.

  • Costs to integrate acquired companies, including outside professional fees, non-capitalized costs associated with system integrations, non-lease branch and fleet relocation expenses, employee relocation and training costs, and other costs required to realize cost or revenue synergies.

  • Transaction costs including legal and professional fees and other transaction specific related costs.

  • Depreciation expense related to the implementation of a network optimization initiative.

  • Equity-based executive transition costs.

  • 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, unrealized gains and losses on investments, costs to implement the Company's real estate exits prior to approval of the Network Optimization Plan, and non-equity executive transition costs.

We define Adjusted Diluted Earnings Per Share as Adjusted Net Income divided by Adjusted Diluted Weighted Average Common Shares Outstanding. Management believes that the presentation of Adjusted Net Income and Adjusted Diluted Earnings Per Share provide useful information to investors regarding the performance of our business.

The following table provides reconciliations of Net income (loss) to Adjusted Net Income, Diluted earnings (loss) per share to Adjusted Diluted Earnings Per Share and weighted average diluted shares outstanding to Adjusted Weighted Average Diluted Shares Outstanding:

 

Three Months Ended
December 31,

 

Year Ended
December 31,

(in thousands, except share and per share amounts)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Net (loss) income

$

(187,316

)

 

$

89,215

 

 

$

(52,990

)

 

$

28,129

 

Restructuring costs, lease impairment expense and other related charges, net

 

301,918

 

 

 

28

 

 

 

302,804

 

 

 

9,435

 

Depreciation expense related to real estate exits

 

14,037

 

 

 

 

 

 

40,666

 

 

 

 

Equity-based executive transition costs

 

3,189

 

 

 

 

 

 

4,705

 

 

 

 

Integration and transaction costs

 

182

 

 

 

497

 

 

 

3,103

 

 

 

8,172

 

Termination fee

 

 

 

 

 

 

 

 

 

 

180,000

 

Impairment loss on intangible asset

 

 

 

 

 

 

 

 

 

 

132,540

 

Other1

 

7,667

 

 

 

1,147

 

 

 

15,021

 

 

 

45,031

 

Estimated tax impact2

 

(85,018

)

 

 

(418

)

 

 

(94,322

)

 

 

(93,795

)

Adjusted Net Income

$

54,659

 

 

$

90,469

 

 

$

218,987

 

 

$

309,512

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

$

(1.03

)

 

$

0.48

 

 

$

(0.29

)

 

$

0.15

 

Restructuring costs, lease impairment expense and other related charges, net

 

1.66

 

 

 

 

 

 

1.65

 

 

 

0.05

 

Depreciation expense related to real estate exits

 

0.08

 

 

 

 

 

 

0.22

 

 

 

 

Equity-based executive transition costs

 

0.02

 

 

 

 

 

 

0.03

 

 

 

 

Integration and transaction costs

 

 

 

 

 

 

 

0.02

 

 

 

0.04

 

Termination fee

 

 

 

 

 

 

 

 

 

 

0.95

 

Impairment loss on intangible asset

 

 

 

 

 

 

 

 

 

 

0.70

 

Other1

 

0.04

 

 

 

0.01

 

 

 

0.08

 

 

 

0.24

 

Estimated tax impact2

 

(0.48

)

 

 

 

 

 

(0.51

)

 

 

(0.50

)

Adjusted Diluted Earnings Per Share

$

0.29

 

 

$

0.49

 

 

$

1.20

 

 

$

1.63

 

 

 

 

 

 

 

 

 

Weighted average diluted shares outstanding

 

181,453,222

 

 

 

186,208,059

 

 

 

182,394,306

 

 

 

190,292,256

 

Adjusted dilutive effect of outstanding securities

 

 

 

 

 

 

 

RSAs

 

18,728

 

 

 

 

 

 

17,860

 

 

 

 

Time-based RSUs

 

39,893

 

 

 

 

 

 

47,329

 

 

 

 

Performance-based RSUs

 

169,574

 

 

 

 

 

 

431,194

 

 

 

 

Stock options

 

179,963

 

 

 

 

 

 

445,749

 

 

 

 

Adjusted Weighted Average Diluted Shares Outstanding3

 

181,861,380

 

 

 

186,208,059

 

 

 

183,336,438

 

 

 

190,292,256

 

 

(1) For the three and twelve months ended December 31, 2025, Other included $2.3 million and $3.8 million in costs to implement the Company's real estate exit initiatives prior to approval of the Network Optimization Plan and $3.8 million and $5.1 million in non-equity executive transition costs, respectively.

For the three and twelve months ended December 31, 2024, Other included $1.1 million and $42.4 million in legal and professional fees related to the terminated merger with McGrath, respectively.

(2) We include estimated taxes at our current statutory tax rate of approximately 26% for the three and twelve months ended December 31, 2025, and 25% for the three and twelve months ended December 31, 2024.

(3) For the three and twelve months ended December 31, 2025, diluted loss per share was based on weighted average diluted shares outstanding of 181,453 and 182,394 respectively, which excluded shares related to stock awards, as the effect would be anti-dilutive. The calculation of Adjusted Diluted Earnings Per Share for the three and twelve months ended December 31, 2025, was based on Adjusted Weighted Average Diluted Shares Outstanding of 181,861 and 183,336, respectively, as shares related to stock awards are dilutive for Adjusted Diluted Earnings Per Share.

Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin

We define Adjusted Free Cash Flow as net cash provided by operating activities; less purchases of rental equipment and property, plant and equipment and plus proceeds from sale of rental equipment and property, plant and equipment, which are all included in cash flows from investing activities; excluding one-time, nonrecurring payments for the transaction costs from terminated acquisitions. Adjusted Free Cash Flow Margin is defined as Adjusted Free Cash Flow divided by Revenue. The Company believes that Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin are useful to investors because they provide additional information concerning cash flow available to fund our capital allocation alternatives and allow investors to compare cash generation performance over various reporting periods and against peers. The following table provides reconciliations of Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin:

 

Three Months Ended
December 31,

 

Year Ended
December 31,

(in thousands)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Net cash provided by operating activities

$

158,896

 

 

$

178,919

 

 

$

761,985

 

 

$

561,644

 

Purchase of rental equipment and refurbishments

 

(78,846

)

 

 

(73,868

)

 

 

(317,685

)

 

 

(280,857

)

Proceeds from sale of rental equipment

 

19,823

 

 

 

20,091

 

 

 

65,868

 

 

 

63,997

 

Purchase of property, plant and equipment

 

(9,167

)

 

 

(2,316

)

 

 

(24,331

)

 

 

(18,435

)

Proceeds from the sale of property, plant and equipment

 

741

 

 

 

734

 

 

 

2,944

 

 

 

1,867

 

Cash paid for termination fee

 

 

 

 

 

 

 

 

 

 

180,000

 

Cash paid for transaction costs from terminated acquisitions

 

 

 

 

13,270

 

 

 

 

 

 

45,721

 

Adjusted Free Cash Flow (A)

$

91,447

 

 

$

136,830

 

 

$

488,781

 

 

$

553,937

 

 

 

 

 

 

 

 

 

Revenue (B)

$

565,971

 

 

$

602,515

 

 

$

2,281,446

 

 

$

2,395,718

 

Adjusted Free Cash Flow Margin (A/B)

 

16.2

%

 

 

22.7

%

 

 

21.4

%

 

 

23.1

%

 

 

 

 

 

 

 

 

Net cash provided by operating activities (C)

$

158,896

 

 

$

178,919

 

 

$

761,985

 

 

$

561,644

 

Net cash provided by operating activities margin (C/B)

 

28.1

%

 

 

29.7

%

 

 

33.4

%

 

 

23.4

%

 

Net CAPEX

We define Net CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment, less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment, which are all included in cash flows from investing activities. Management believes that the presentation of Net CAPEX provides useful information regarding the net capital invested in our rental fleet and property, plant and equipment each year to assist in analyzing the performance of our business.

The following table provides reconciliations of Net CAPEX:

 

Three Months Ended
December 31,

 

Year Ended
December 31,

(in thousands)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Purchases of rental equipment and refurbishments

$

(78,846

)

 

$

(73,868

)

 

$

(317,685

)

 

$

(280,857

)

Proceeds from sale of rental equipment

 

19,823

 

 

 

20,091

 

 

 

65,868

 

 

 

63,997

 

Net CAPEX for Rental Equipment

 

(59,023

)

 

 

(53,777

)

 

 

(251,817

)

 

 

(216,860

)

Purchases of property, plant and equipment

 

(9,167

)

 

 

(2,316

)

 

 

(24,331

)

 

 

(18,435

)

Proceeds from sale of property, plant and equipment

 

741

 

 

 

734

 

 

 

2,944

 

 

 

1,867

 

Net CAPEX

$

(67,449

)

 

$

(55,359

)

 

$

(273,204

)

 

$

(233,428

)

 

Return on Invested Capital

Return on Invested Capital is defined as Adjusted earnings before interest and amortization divided by Average Invested Capital. Management believes that the presentation of Return on Invested Capital provides useful information regarding the long-term health and profitability of the business relative to the Company's cost of capital. We define Adjusted earnings before interest and amortization as Adjusted EBITDA (see reconciliation above) reduced by depreciation and estimated taxes. We include estimated taxes at our current statutory tax rate of approximately 26%.

The Average Invested Capital is calculated as an average of Net Assets, a four quarter average for annual metrics and two quarter average for quarterly metrics. Net assets is defined for purposes of the calculation below as total assets less goodwill, intangible assets, net, and all non-interest bearing liabilities.

The following table provides reconciliations of Return on Invested Capital, which has been adjusted to reflect depreciation in 2025 related to real estate exits prior to initiating our Network Optimization Plan.

 

Three Months Ended
December 31,

 

Year Ended
December 31,

(in thousands)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Total Assets

$

5,816,167

 

 

$

6,034,911

 

 

$

5,816,167

 

 

$

6,034,911

 

Goodwill

 

(1,257,612

)

 

 

(1,201,353

)

 

 

(1,257,612

)

 

 

(1,201,353

)

Intangible Assets, net

 

(224,088

)

 

 

(251,164

)

 

 

(224,088

)

 

 

(251,164

)

Total Liabilities

 

(4,959,913

)

 

 

(5,016,318

)

 

 

(4,959,913

)

 

 

(5,016,318

)

Long Term Debt

 

3,557,074

 

 

 

3,683,502

 

 

 

3,557,074

 

 

 

3,683,502

 

Net Assets, as defined above

$

2,931,628

 

 

$

3,249,578

 

 

$

2,931,628

 

 

$

3,249,578

 

Average Invested Capital (A)

$

3,044,723

 

 

$

3,237,093

 

 

$

3,141,814

 

 

$

3,217,513

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

250,034

 

 

$

284,712

 

 

$

971,039

 

 

$

1,063,160

 

Depreciation

 

(101,066

)

 

 

(87,203

)

 

 

(384,247

)

 

 

(346,467

)

Depreciation expense related to real estate exits

 

14,037

 

 

 

 

 

 

40,666

 

 

 

 

Adjusted EBITA (B)

$

163,005

 

 

$

197,509

 

 

$

627,458

 

 

$

716,693

 

 

 

 

 

 

 

 

 

Statutory Tax Rate (C)

 

26

%

 

 

25

%

 

 

26

%

 

 

25

%

Estimated Tax (B*C)

$

42,381

 

 

$

49,377

 

 

$

163,139

 

 

$

179,173

 

Adjusted earnings before interest and amortization (D)

$

120,624

 

 

$

148,132

 

 

$

464,319

 

 

$

537,520

 

ROIC (D/A), annualized

 

15.8

%

 

 

18.3

%

 

 

14.8

%

 

 

16.7

%