Form 8-K

8-K — MCGRATH RENTCORP

Accession: 0001193125-26-191428

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000752714

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mgrc-20260429.htm (Primary)

EX-99.1 (mgrc-ex99_1.htm)

GRAPHIC (img222354234_0.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mgrc-20260429.htm · Sequence: 1

8-K

false000075271400007527142026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026

McGRATH RENTCORP

(Exact name of Registrant as Specified in Its Charter)

California

000-13292

94-2579843

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5700 Las Positas Road

Livermore, California

94551-7800

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (925) 606-9200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

MGRC

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 29, 2026, McGrath RentCorp (the “Company”) announced via press release the Company’s results for its first quarter ended March 31, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of McGrath RentCorp, dated April 29, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

McGRATH RENTCORP

Date:

April 29, 2026

By:

/s/ Keith E. Pratt

Keith E. Pratt

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: mgrc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Contact

Keith E. Pratt

EVP & Chief Financial Officer

925-606-9200

PRESS RELEASE

FOR RELEASE April 29, 2026

McGrath Announces Results for First Quarter 2026

Livermore, CA - April 29, 2026 – McGrath RentCorp (“McGrath” or the “Company”) (Nasdaq: MGRC), a leading business-to-business rental company in North America, today announced total revenues for the quarter ended March 31, 2026 of $198.5 million, an increase of 2% compared to the first quarter of 2025. The Company reported net income of $27.0 million, or $1.10 per diluted share, for the first quarter of 2026, compared to net income of $28.2 million, or $1.15 per diluted share, for the first quarter of 2025.

FIRST QUARTER 2026 YEAR-OVER-YEAR Company HIGHLIGHTS:

•

Rental operations revenues increased 5% to $162.2 million.

•

Sales revenues decreased 13% to $34.0 million.

•

Total revenues increased 2% to $198.5 million.

•

Income from operations decreased 5% to $43.4 million.

•

Adjusted EBITDA1 decreased 1% to $74.1 million.

•

Dividend rate of $0.495 per share for the first quarter 2026. On an annualized basis, this dividend represents a 1.6% yield on the April 28, 2026 close price of $120.04 per share.

Phil Hawkins, President and CEO of McGrath, made the following comments:

“We made steady progress in the first quarter, with rental revenue growth in each of our operating segments, despite some challenging market demand conditions. Sales revenues for the quarter were lower than a year ago, primarily due to lower sales at Enviroplex compared to a strong first quarter last year.

Modular rental revenues increased 4% compared to last year, with growth from our commercial customer base. We continued to make progress with our long-term modular growth initiatives, Mobile Modular Plus and Site Related Services, and with broadening our geographic coverage. Operating expenses increased as we prepared available fleet to satisfy new shipments.

Portable Storage rental revenues grew 1%, which was encouraging as commercial construction project activity remained soft. However, higher costs for equipment preparation and sales coverage compressed margins in the quarter.

TRS-RenTelco had an impressive start to the year, as improved market conditions supported 13% rental revenue growth. Demand was robust throughout the quarter, and the business benefited from projects supporting buildout of new data centers.

Overall, we are pleased with our start to the year. Recent developments in the macro environment may create some uncertainty and could result in project delays. While we currently do not expect a significant impact this year, this may change as the year progresses. In the meantime, we are focused on disciplined operational execution to make the most of market opportunities.”

Division HIGHLIGHTS:

All comparisons presented below are for the quarter ended March 31, 2026 to the quarter ended March 31, 2025 unless otherwise indicated.

Mobile Modular

For the first quarter of 2026, the Company’s Mobile Modular division reported Adjusted EBITDA of $47.2 million, a decrease of $0.4 million, or 1%, when compared to the same quarter in 2025.

•

Rental revenues increased 4% to $81.4 million, depreciation expense increased 10% to $11.7 million, and other direct costs increased 15% to $24.0 million, which resulted in a decrease in gross profit on rental revenues of 3% to $45.8 million. The increased other direct costs in 2026 were primarily due to higher material and labor costs to prepare equipment for shipment.

•

Rental related services revenues increased 4% to $30.8 million, primarily attributable to higher site related services, with associated gross profit increasing 13% to $11.0 million.

•

Sales revenues decreased 7% to $20.9 million, due to lower new and used equipment sales. Lower sales revenues and lower gross margin on sales of 31% in 2026, compared to 32% in 2025, resulted in an 8% decrease in gross profit on sales revenues to $6.6 million.

•

Selling and administrative expenses increased 3% to $35.2 million, when compared to the prior year.

Portable storage

For the first quarter of 2026, the Company’s Portable Storage division reported Adjusted EBITDA of $7.1 million, a decrease of $1.4 million, or 17%, when compared to the same quarter in 2025.

•

Rental revenues increased 1% to $16.3 million, depreciation expense increased 6% to $1.1 million, and other direct costs increased 38% to $2.1 million, which resulted in a decrease in gross profit on rental revenues of 3% to $13.1 million.

•

Rental related services revenues increased 6% to $3.8 million, primarily attributable to higher delivery and return delivery activities, with gross loss increasing $0.4 million to $0.8 million in 2026.

•

Sales revenues increased 29% to $1.6 million. Gross margin on sales was 36% compared to 33% in 2025, resulting in a $0.2 million increase in gross profit on sales revenues to $0.6 million.

•

Selling and administrative expenses increased 11% to $8.4 million, when compared to the prior year.

TRS-RenTelco

For the first quarter of 2026, the Company’s TRS-RenTelco division reported Adjusted EBITDA of $20.9 million, an increase of 16%, when compared to the same quarter in 2025.

•

Rental revenues increased 13% to $28.9 million, depreciation expense was comparable to 2025, and other direct costs increased 14%, resulting in a 25% increase in gross profit on rental revenues to $12.9 million.

•

Sales revenues increased 1% to $8.0 million and gross profit on sales revenues increased 19% to $4.4 million, primarily attributed to higher sales margins of 55% in 2026, compared to 47% in 2025.

•

Selling and administrative expenses increased 7%, to $8.0 million, when compared to the prior year.

financial outlook:

Based upon the Company's year-to-date results and current outlook for the remainder of the year, the Company confirms its financial outlook. For the full-year 2026, the Company currently expects:

•

Total revenue:

$945 to $995 million

•

Adjusted EBITDA1, 2:

$360 to $378 million

•

Gross rental equipment capital expenditures:

$180 to $200 million

Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, transaction costs and non-operating transactions. A reconciliation of actual net income to Adjusted EBITDA and Adjusted EBITDA to net cash provided by operating activities can be found at the end of this release.

Information reconciling forward-looking Adjusted EBITDA to the comparable GAAP financial measures is unavailable to the Company without unreasonable effort because certain items required for such reconciliations are outside of the Company’s control and/or cannot be reasonably predicted, such as the provision for income taxes. Therefore, no reconciliation to the most comparable GAAP measures is provided. The Company provides Adjusted EBITDA guidance because it believes that Adjusted EBITDA, when viewed with the Company’s results under GAAP, provides useful information for the reasons noted in the reconciliation of actual Adjusted EBITDA to the most directly comparable GAAP measures at the end of this release.

ABOUT MCGRATH:

McGrath RentCorp (Nasdaq: MGRC) is a leading business-to-business rental company in North America with a strong record of profitable business growth. Founded in 1979, McGrath’s operations are centered on modular solutions through its Mobile Modular and Mobile Modular Portable Storage businesses. In addition, its TRS-RenTelco business offers electronic test equipment rental solutions. The Company’s rental product offerings and services are part of the circular supply economy, helping customers work more efficiently, and sustainably manage their environmental footprint. With over 40 years of experience, McGrath’s success is driven by a focus on exceptional customer experiences. This focus has underpinned the Company’s long-term financial success and supported 35 consecutive years of annual dividend increases to shareholders, a rare distinction among publicly listed companies.

McGrath is headquartered in Livermore, California. Additional information about McGrath and its businesses is available at mgrc.com and investors.mgrc.com.

You should read this press release in conjunction with the financial statements and notes thereto included in the Company’s latest Forms 10-K, 10-Q and other SEC filings. You can visit the Company’s web site at www.mgrc.com to access information on McGrath RentCorp, including the latest Forms 10-K, 10-Q and other SEC filings.

Conference Call Note:

As previously announced in its press release of March 26, 2026, McGrath RentCorp will host a conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on April 29, 2026 to discuss the first quarter 2026 results. To participate in the teleconference, dial 1-800-274-8461 (in the U.S.), or 1-203-518-9814 (outside the U.S.), or to listen only, access the simultaneous webcast at the investor relations section of the Company’s website at https://investors.mgrc.com/. A replay will be available for 7 days following the call by dialing 1-800-757-4770 (in the U.S.), or 1-402-220-7228 (outside the U.S.). In addition, a live audio webcast and replay of the call may be found in the investor relations section of the Company’s website at https://investors.mgrc.com/events-and-presentations.

FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, regarding McGrath RentCorp’s expectations, strategies, prospects or targets are forward-looking statements. These forward-looking statements also can be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plan,” “predict,” “project,” or “will,” or the negative of these terms or other comparable terminology. In particular, the discussion under the heading “Financial Outlook” and Mr. Hawkin’s comments about the commercial construction market project activity showing signs of stabilization and the team’s ability to build upon 2025’s progress, are forward looking.

These forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties that could cause our actual results to differ materially from those projected including: our expectations around continued business momentum entering 2026; the continued impact of tariff actions and macroeconomic factors, including fiscal policy uncertainty, government budgetary constraints, other political, geopolitical or regulatory developments; health of the education and commercial markets in our modular building division; competition within the modular business; the activity levels in the semiconductor and general purpose and communications test equipment markets at TRS-RenTelco; the activity levels in commercial construction projects and impact on Portable Storage segment; continued execution of our strategic performance improvement initiatives; our ability to successfully increase prices to offset cost increases; our ability to effectively manage our rental assets; and our ability to retain and attract talent and uncertainty associated with the Chief Executive Officer transition, as well as the other factors disclosed under “Risk Factors” in the Company’s 2025 Form 10-K and other SEC filings.

Forward-looking statements are made only as of the date hereof and are based on management’s reasonable assumptions, however these assumptions can be wrong or affected by known or unknown risks and uncertainties. No forward-looking statement can be guaranteed, and subsequent facts or circumstances may contradict, obviate, undermine or otherwise fail to support or substantiate such statements. Except as otherwise required by law, we assume no obligation to update any of the forward-looking statements contained in this press release.

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended March 31,

(in thousands, except per share amounts)

2026

2025

Revenues

Rental

126,661

120,113

Rental related services

35,573

33,916

Rental operations

162,234

154,029

Sales

34,035

38,926

Other

2,273

2,461

Total revenues

198,542

195,416

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

22,715

21,505

Rental related services

25,117

24,313

Other

32,130

27,652

Total direct costs of rental operations

79,962

73,470

Costs of sales

21,690

25,510

Total costs of revenues

101,652

98,980

Gross profit

96,890

96,436

Expenses:

Selling and administrative expenses

53,488

50,869

Income from operations

43,402

45,567

Interest expense

6,500

8,158

Foreign currency exchange loss (gain)

)

Income before provision for income taxes

36,869

37,414

Provision for income taxes from continuing operations

9,836

9,205

Net income

27,033

28,209

Earnings per share:

Basic

1.10

1.15

Diluted

1.10

1.15

Shares used in per share calculation:

Basic

24,616

24,572

Diluted

24,664

24,622

Cash dividends declared per share

0.495

0.485

MCGRATH RENTCORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

March 31,

December 31,

(in thousands)

2026

2025

Assets

Cash

2,358

295

Accounts receivable, net of allowance for credit losses of $2,700 at March 31, 2026 and $2,866 at December 31, 2025

222,096

231,865

Rental equipment, at cost:

Relocatable modular buildings

1,511,138

1,485,794

Portable storage containers

245,427

245,141

Electronic test equipment

340,037

337,100

2,096,602

2,068,035

Less: accumulated depreciation

(659,932

)

(647,137

)

Rental equipment, net

1,436,670

1,420,898

Property, plant and equipment, net

239,070

233,492

Inventories

11,145

8,027

Prepaid expenses and other assets

90,271

83,351

Intangible assets, net

43,956

46,605

Goodwill

332,584

Total assets

2,378,150

2,357,117

Liabilities and Shareholders' Equity

Liabilities:

Notes payable

545,996

514,924

Accounts payable

54,797

66,233

Accrued liabilities

110,137

114,764

Deferred income

115,533

110,593

Deferred income taxes, net

314,943

313,580

Total liabilities

1,141,406

1,120,094

Shareholders’ equity:

Common stock, no par value - Authorized 40,000 shares

Issued and outstanding - 24,557 shares as of March 31, 2026 and 24,612 shares as of December 31, 2025

118,110

121,785

Retained earnings

1,118,634

1,115,238

Total shareholders’ equity

1,236,744

1,237,023

Total liabilities and shareholders’ equity

2,378,150

2,357,117

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Three Months Ended March 31,

(in thousands)

2026

2025

Cash Flows from Operating Activities:

Net income

27,033

28,209

Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation and amortization

27,824

26,400

Deferred income taxes

1,363

2,013

Provision for credit losses

204

361

Share-based compensation

2,823

2,544

Gain on sale of used rental equipment

(6,932

)

(6,393

)

Foreign currency exchange loss (gain)

)

Amortization of debt issuance costs

Change in:

Accounts receivable

9,565

10,099

Inventories

(3,118

)

(2,810

)

Prepaid expenses and other assets

(6,920

)

10,974

Accounts payable

(9,824

)

(15,109

)

Accrued liabilities

(4,629

)

(9,498

)

Deferred income

4,940

7,074

Net cash provided by operating activities

42,366

53,882

Cash Flows from Investing Activities:

Purchases of rental equipment

(44,926

)

(11,533

)

Purchases of property, plant and equipment

(8,038

)

(3,992

)

Proceeds from sales of used rental equipment

11,953

12,822

Net cash used in investing activities

(41,011

)

(2,703

)

Cash Flows from Financing Activities:

Net borrowings (payments) under bank lines of credit

31,069

(30,894

)

Repurchase of common stock

(11,915

)

—

Taxes paid related to net share settlement of stock awards

(5,955

)

(5,616

)

Payment of dividends

(12,491

)

(12,084

)

Net cash provided by (used in) financing activities

708

(48,594

)

Net increase in cash

2,063

2,585

Cash balance, beginning of period

295

807

Cash balance, end of period

2,358

3,392

Supplemental Disclosure of Cash Flow Information:

Interest paid, during the period

8,310

9,145

Net income taxes paid, during the period

275

Dividends accrued during the period, not yet paid

12,523

12,471

Rental equipment acquisitions, not yet paid

10,252

3,439

MCGRATH RENTCORP

BUSINESS SEGMENT DATA (unaudited)

Three months ended March 31, 2026

(dollar amounts in thousands)

Mobile Modular

Portable Storage

TRS-RenTelco

Enviroplex

Consolidated

Revenues

Rental

81,437

16,283

28,941

—

126,661

Rental related services

30,760

3,843

970

—

35,573

Rental operations

112,197

20,126

29,911

—

162,234

Sales

20,895

1,604

8,032

3,504

34,035

Other

1,311

199

763

—

2,273

Total revenues

134,403

21,929

38,706

3,504

198,542

Costs and Expenses

Direct costs of rental operations:

Depreciation

11,658

1,092

9,965

—

22,715

Rental related services

19,735

4,593

789

—

25,117

Other

23,970

2,109

6,051

—

32,130

Total direct costs of rental operations

55,363

7,794

16,805

—

79,962

Costs of sales

14,325

1,023

3,636

2,706

21,690

Total costs of revenues

69,688

8,817

20,441

2,706

101,652

Gross Profit (Loss)

Rental

45,809

13,082

12,925

—

71,816

Rental related services

11,025

(750

)

181

—

10,456

Rental operations

56,834

12,332

13,106

—

82,272

Sales

6,570

581

4,396

798

12,345

Other

1,311

199

763

—

2,273

Total gross profit

64,715

13,112

18,265

798

96,890

Selling and administrative expenses

35,164

8,374

7,991

1,959

53,488

Income from operations

29,551

4,738

10,274

(1,161

)

43,402

Interest expense

6,500

Foreign currency exchange loss

Provision for income taxes

9,836

Net income

27,033

Other Information

Adjusted EBITDA 1

47,184

7,140

20,855

(1,052

)

74,127

Average rental equipment 2

1,385,405

242,772

333,525

Average monthly total yield 3

1.96

2.24

2.89

Average utilization 4

70.0

58.6

66.1

Average monthly rental rate 5

2.80

3.81

4.38

1. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.

2. Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.

3. Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.

4. Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.

5. Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.

MCGRATH RENTCORP

BUSINESS SEGMENT DATA (unaudited)

Three months ended March 31, 2025

(dollar amounts in thousands)

Mobile Modular

Portable Storage

TRS-RenTelco

Enviroplex

Consolidated

Revenues

Rental

78,496

16,074

25,543

—

120,113

Rental related services

29,475

3,631

810

—

33,916

Rental operations

107,971

19,705

26,353

—

154,029

Sales

22,490

1,244

7,979

7,213

38,926

Other

1,458

316

687

—

2,461

Total revenues

131,919

21,265

35,019

7,213

195,416

Costs and Expenses

Direct costs of rental operations:

Depreciation

10,554

1,031

9,920

—

21,505

Rental related services

19,740

3,933

640

—

24,313

Other

20,812

1,527

5,313

—

27,652

Total direct costs of rental operations

51,106

6,491

15,873

—

73,470

Costs of sales

15,345

831

4,271

5,063

25,510

Total costs of revenues

66,451

7,322

20,144

5,063

98,980

Gross Profit (Loss)

Rental

47,130

13,516

10,310

—

70,956

Rental related services

9,735

(302

)

170

—

9,603

Rental operations

56,865

13,214

10,480

—

80,559

Sales

7,145

413

3,708

2,150

13,416

Other

1,458

316

687

—

2,461

Total gross profit

65,468

13,943

14,875

2,150

96,436

Selling and administrative expenses

33,988

7,555

7,438

1,888

50,869

Income from operations

31,480

6,388

7,437

262

45,567

Interest expense

8,158

Foreign currency exchange gain

)

Provision for income taxes

9,205

Net income

28,209

Other Information

Adjusted EBITDA 1

47,631

8,588

17,934

363

74,516

Average rental equipment 2

1,284,129

233,305

337,858

Average monthly total yield 3

2.04

2.30

2.52

Average utilization 4

74.6

60.2

61.6

Average monthly rental rate 5

2.73

3.82

4.09

2. Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.

3. Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.

4. Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.

5. Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.

Reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures

To supplement the Company’s financial data presented on a basis consistent with accounting principles generally accepted in the United States of America (“GAAP”), the Company presents “Adjusted EBITDA”, which is defined by the Company as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, transaction costs, gains on property sales and non-operating transactions. The Company presents Adjusted EBITDA as a financial measure as management believes it provides useful information to investors regarding the Company’s liquidity and financial condition and because management, as well as the Company’s lenders, use this measure in evaluating the performance of the Company.

Management uses Adjusted EBITDA as a supplement to GAAP measures to further evaluate period-to-period operating performance, compliance with financial covenants in the Company’s revolving lines of credit and senior notes and the Company’s ability to meet future capital expenditure and working capital requirements. Management believes the exclusion of non-cash charges and non-recurring transactions, including share-based compensation, transaction costs and gains on property sales is useful in measuring the Company’s cash available for operations and performance of the Company. Because management finds Adjusted EBITDA useful, the Company believes its investors will also find Adjusted EBITDA useful in evaluating the Company’s performance.

Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows, or other consolidated income or cash flow data prepared in accordance with GAAP or as a measure of the Company’s profitability or liquidity. Adjusted EBITDA is not in accordance with or an alternative for GAAP and may be different from non−GAAP measures used by other companies. Unlike EBITDA, which may be used by other companies or investors, Adjusted EBITDA does not include share-based compensation charges, transaction costs, gains on property sales and non-operating transactions. The Company believes that Adjusted EBITDA is of limited use in that it does not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP and does not accurately reflect real cash flow. In addition, other companies may not use Adjusted EBITDA or may use other non-GAAP measures, limiting the usefulness of Adjusted EBITDA for purposes of comparison. The Company’s presentation of Adjusted EBITDA should not be construed as an inference that the Company will not incur expenses that are the same as or similar to the adjustments in this presentation. Therefore, Adjusted EBITDA should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures. The Company compensates for the limitations of Adjusted EBITDA by relying upon GAAP results to gain a complete picture of the Company’s performance. Because Adjusted EBITDA is a non-GAAP financial measure, as defined by the SEC, the Company includes in the tables below reconciliations of Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Reconciliation of Net Income to Adjusted EBITDA

(dollar amounts in thousands)

Three Months Ended

March 31,

Twelve Months Ended

March 31,

2026

2025

2026

2025

Net income

27,033

28,209

155,132

237,093

Provision for income taxes

9,836

9,205

57,404

84,077

Interest expense

6,500

8,158

28,964

42,695

Depreciation and amortization

27,824

26,400

108,493

106,668

EBITDA

71,193

71,972

349,993

470,533

Share-based compensation

2,823

2,544

11,504

9,837

Transaction costs 3

111

—

577

53,805

Gain on merger termination from WillScot Mobile Mini 4

—

(180,000

)

Adjusted EBITDA 1

74,127

74,516

362,074

354,175

Adjusted EBITDA margin 2

Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA

(dollar amounts in thousands)

Three Months Ended

March 31,

Twelve Months Ended

March 31,

2026

2025

2026

2025

Net cash provided by operating activities

42,366

53,882

244,167

368,839

Change in certain assets and liabilities:

Accounts receivable, net

(9,769

)

(10,460

)

13,214

(3,068

)

Inventories, prepaid expenses and other assets

10,038

(8,164

)

14,798

(9,753

)

Accounts payable and accrued liabilities

20,952

30,788

4,067

(120,941

)

Deferred income

(4,940

)

(7,074

)

1,806

5,786

Amortization of debt issuance costs

)

(23

)

(187

)

(87

)

Foreign currency exchange (loss) gain

(33

)

(78

)

Gain on sale of used rental equipment

6,932

6,393

44,730

34,123

Income taxes paid, net of refunds received

275

10,367

36,069

Interest paid

8,310

9,145

29,070

43,285

Adjusted EBITDA 1

74,127

74,516

362,074

354,175

2. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total revenues for the period.

3. Transaction costs include acquisition related legal and professional fees and other costs specific to these transactions.

4. The gain on merger termination from WillScot Mobile Mini was considered a non-operating transaction and is excluded from Adjusted EBITDA.

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Apr. 29, 2026

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