Every material Form 8-K WillScot Holdings has filed with the SEC since March 26, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
WillScot reported third quarter 2026 revenue of $601.3 million, up from $566.8 million a year earlier, and diluted EPS of $0.28 versus $0.24. Adjusted EBITDA fell to $233.6 million from $243.3 million, and its margin dropped to 38.8% from 42.9%. The company raised its 2026 revenue outlook to $2.340 billion but kept its Adjusted EBITDA outlook at $920 million, and it expects mid-single digit percentage Adjusted EBITDA growth in 2027.
Q3 2026 revenue $601.3 million vs. $566.8 million in Q3 2025; net income $51.6 million vs. $43.3 million
Adjusted EBITDA $233.6 million vs. $243.3 million; Adjusted EBITDA margin 38.8% vs. 42.9%; Adjusted diluted EPS $0.29 vs. $0.30
2026 outlook: revenue raised to $2.340 billion; Adjusted EBITDA maintained at $920 million; Net CAPEX outlook $400 million
Paid down $57 million of debt in the quarter; no debt maturities until August 2028; company expects leverage approaching 3.0x as it exits 2027
WillScot Holdings expanded its board from nine to 10 members and elected Donald W. Slager as an independent director, effective October 7, 2026. Mr. Slager was also named to the Audit and Compensation Committees, and the filing says the board determined he is independent under Nasdaq listing standards.
Board increased from nine to 10 members on October 5, 2026 to fill the new seat
Donald W. Slager, former CEO of Republic Services, joins the Audit and Compensation Committees
Slager will be paid under the company's existing non-employee director compensation program
WillScot reported second quarter 2026 revenue of $612 million, up from $589 million a year earlier, and raised its full-year 2026 outlook for revenue and Adjusted EBITDA. Profit measures were weaker: Adjusted EBITDA fell to $228 million from $249 million, and Adjusted Diluted EPS dropped to $0.28 from $0.33, so shareholders face higher revenue alongside lower profit.
Q2 2026 revenue of $612 million, up from $589 million; net income of $47 million versus $48 million a year earlier
Adjusted EBITDA of $228 million at a 37.2% margin, down from $249 million and 42.3% a year earlier; Adjusted Diluted EPS $0.28 versus $0.33
2026 outlook raised to $2.3 billion in revenue and $920 million in Adjusted EBITDA; Net CAPEX outlook raised to $375 million
Total debt of $3,495 million at June 30, 2026; no debt maturities until August 2028
At its June 5, 2026 annual meeting, WillScot stockholders approved the 2026 Incentive Award Plan, which replaces the 2020 plan for equity awards granted on or after that date and authorizes up to 5,705,781 common shares. All nine director nominees were elected, and the advisory say-on-pay vote passed. The filing describes routine governance votes and does not report financial results.
The 2026 Plan authorizes up to 5,705,781 shares; no further awards will be made under the 2020 Plan.
All nine director nominees were elected to terms expiring at the 2027 annual meeting.
Advisory say-on-pay vote: 162,254,222 for and 4,185,472 against.
Ernst & Young LLP was ratified as independent auditor for the fiscal year ending December 31, 2026, with 172,744,598 votes for.
WillScot reported first quarter 2026 revenue of $549 million, down from $560 million a year earlier, and net income of $28 million, down from $43 million. The company nonetheless raised its full year 2026 outlook to $2.250 billion in revenue and $915 million in Adjusted EBITDA, citing improving demand from larger projects, while saying it has not seen improved demand across local markets.
Q1 2026 revenue $549 million vs. $560 million in Q1 2025; diluted EPS $0.15 vs. $0.23
Adjusted EBITDA $211 million vs. $229 million; Adjusted EBITDA margin 38.5% vs. 40.9%
2026 outlook raised to $2.250 billion revenue, $915 million Adjusted EBITDA and $325 million Net CAPEX
Total debt reduced by $76 million in the quarter to $3.514 billion
WillScot reported fourth-quarter 2025 revenue of $566 million, down from $603 million a year earlier, and a net loss of $187 million, driven mainly by a $302 million non-cash restructuring charge tied to its Network Optimization Plan. The company also gave 2026 guidance of approximately $2.175 billion in revenue and $900 million in Adjusted EBITDA, compared with $2.28 billion and $971 million for full-year 2025.
Q4 2025 diluted EPS was $(1.03) versus $0.48 a year earlier; Adjusted Diluted EPS was $0.29 versus $0.49.
The $302 million restructuring charge reflects accelerated depreciation on rental equipment identified for abandonment; the Board approved the plan on December 18, 2025.
The plan is expected to reduce annual real estate cost increases by approximately $25 million to $30 million over the next four years.
Full-year 2025 net loss was $53 million, and the company paid down $146 million of debt.
WillScot Holdings disclosed a Separation and Release Agreement with Hezron Lopez, its Executive Vice President, Chief Legal & Compliance Officer & ESG, signed January 14, 2026. His employment ends February 6, 2026, and he is set to receive severance as a termination without Cause under his 2022 employment agreement. The filing notes that certain benefits depend on him signing and not revoking a release of claims after his termination date.
Hezron Lopez's employment ends February 6, 2026 (the Termination Date).
Separation and Release Agreement entered into January 14, 2026.
Severance follows a termination without Cause under his Amended and Restated Employment Agreement dated June 6, 2022.
Certain compensation and benefits require Lopez to sign and not revoke a release of claims after the Termination Date.
WillScot's board approved a four-year Network Optimization Plan on December 18, 2025, to exit about 115 branch and drop lot locations and abandon rental fleet units with a $311 million net book value. The company expects a non-cash charge of approximately $303 million in the fourth quarter of 2025, with net cash costs of about $20 million in 2026, and says the plan should be accretive to profitability in 2027 and beyond.
Approximately $303 million of non-cash accelerated depreciation is expected in the fourth quarter of 2025, after about $8 million of scrap proceeds.
Management expects to reduce annual real estate cost increases by $25 million to $30 million over the next four years.
Future unit disposal costs are estimated at $40 million to $50 million, recorded through 2029, with net cash costs of about $20 million expected in 2026.
The plan covers exiting about 725 acres of leased real estate, or roughly 25% of leased acreage, and abandoning about 51,000 rental units.
WillScot Holdings Corporation appointed Carisa Bianchi as Senior Vice President and Chief Accounting Officer, effective January 12, 2026. Until she starts, Mathew T. Jacobsen will be the designated principal accounting officer for the upcoming 2025 Form 10-K, which covers a period before her start date.
Carisa Bianchi, age 49, is a Certified Public Accountant and previously served as Vice President, Global Corporate Controller at Insight Enterprises, Inc.
Bianchi's offer letter includes a one-time restricted stock unit award with a target value of $150,000, to be issued in 2026, and a one-time cash sign-on award of $50,000.
The $50,000 sign-on award must be repaid if her employment ends within one year due to voluntary separation or termination for gross misconduct.
WillScot reported third-quarter 2025 revenue of $567 million, down from $601 million a year earlier, and net income of $43 million, or $0.24 per diluted share, compared with a net loss of $70 million in the prior-year quarter that included a $180 million termination fee. Adjusted diluted EPS fell to $0.30 from $0.38, and the company updated its 2025 outlook, including fourth-quarter revenue of $545 million and Adjusted EBITDA of $250 million.
Q3 2025 revenue was $567 million versus $601 million a year earlier; leasing revenue was $434 million, down 4.7% year over year.
Net income was $43 million ($0.24 diluted EPS) versus a net loss of $70 million; the prior-year quarter included a $180 million termination fee.
Adjusted diluted EPS was $0.30 versus $0.38, and Adjusted EBITDA was $243 million versus $267 million.
Updated 2025 outlook: revenue of $2,260 million and Adjusted EBITDA of $970 million; fourth-quarter revenue of $545 million and Adjusted EBITDA of $250 million.
WillScot Holdings and its subsidiaries signed a Seventh Amendment to their ABL Credit Agreement with Bank of America as agent, dated October 16, 2025. The amendment extends the revolving credit facilities to October 16, 2030, lowers interest rate spreads, and reduces the revolving commitments from $3.7 billion to $3.0 billion to cut undrawn line fees.
Revolving credit facilities extended to October 16, 2030.
Aggregate revolving commitments reduced from $3.7 billion to $3.0 billion to reduce undrawn line fees.
Accordion feature capacity increased from $750.0 million to $1.0 billion.
Interest rate spreads capped at 137.5 basis points over Term SOFR and Term CORRA-based rates, and 37.5 basis points over base rate and Canadian prime rate.
WillScot Holdings said President and Chief Operating Officer Timothy Boswell will succeed Bradley Soultz as chief executive effective January 1, 2026, and Soultz's separation is expected as of December 31, 2025. Board Chair Worthing Jackman becomes Executive Chair and an employee effective September 4, 2025, and Jeff Sagansky will serve as Lead Independent Director.
Boswell's Amended Employment Agreement sets a base salary of $850,000 and a target bonus of 125% of base salary, plus a target annual equity grant of $2,700,000, and runs through December 31, 2028.
Boswell will receive two promotion grants of 100,000 stock options each, on September 4, 2025 and on or about January 2, 2026.
The Board will expand from ten to eleven directors effective January 1, 2026, with Boswell appointed to fill the new seat.
Jackman's offer letter provides a $300,000 annual base salary, a performance share unit award with a $1,600,000 grant value, 120,000 stock options, and restricted stock units with a $1,200,000 grant value.
WillScot reported second quarter 2025 results on July 31, 2025. Revenue fell to $589 million from $605 million a year earlier, and Adjusted EBITDA fell to $249 million from $264 million, while GAAP net income turned to $48 million from a $47 million loss that included a prior-year impairment charge. The company narrowed its 2025 revenue outlook to $2,300 million to $2,350 million and its Adjusted EBITDA outlook to $1,000 million to $1,020 million, citing its view of second half demand.
Q2 2025 revenue $589 million vs. $605 million in Q2 2024; diluted EPS $0.26 vs. a loss of $0.25 a year earlier
Adjusted diluted EPS $0.27 vs. $0.39 in Q2 2024; Adjusted EBITDA $249 million at a 42.3% margin vs. 43.6%
2025 outlook narrowed: revenue $2,300 million to $2,350 million; Adjusted EBITDA $1,000 million to $1,020 million; Adjusted Free Cash Flow $500 million to $550 million
Q2 Adjusted Free Cash Flow $130 million; about $134 million spent on tuck-in acquisitions and $53 million returned to shareholders
WillScot Holdings disclosed a separation agreement with Chief Accounting Officer Sally Shanks, signed July 19, 2025, tied to relocating the principal accounting officer role from Baltimore to Phoenix headquarters. Ms. Shanks will remain in the role until August 15, 2025, and the company will pay severance and provide benefits consistent with a good reason leaver, plus continued vesting of equity awards through May 15, 2026.
Separation and Release Agreement signed July 19, 2025 with Sally Shanks, Chief Accounting Officer
Separation Date set for August 15, 2025; role relocating from Baltimore, Maryland to Phoenix, Arizona
Company to provide severance and benefits consistent with a good reason leaver
Outstanding equity awards to keep vesting through May 15, 2026
WillScot reported first quarter 2025 revenue of $560 million, down from $587 million a year earlier, and net income of $43 million, down from $56 million. Diluted EPS was $0.23 versus $0.29, and the company reaffirmed its full-year 2025 revenue, Adjusted EBITDA and Net CAPEX outlook. For shareholders, lower quarterly profit is the key result, while the unchanged outlook and $45 million returned through buybacks and the first quarterly dividend are the main offsets.
Revenue $560 million vs. $587 million; net income $43 million vs. $56 million; diluted EPS $0.23 vs. $0.29
Adjusted EBITDA $229 million at a 40.9% margin, vs. $248 million at 42.2% a year earlier
Reaffirmed 2025 outlook: revenue $2,275 million to $2,475 million; Adjusted EBITDA $1,000 million to $1,090 million
Returned $45 million: about 1.1 million shares repurchased for $32 million and $13 million in first quarterly dividends ($0.07 per share paid March 19, 2025)
WillScot's subsidiary Williams Scotsman, Inc. entered into an indenture for $500 million of 6.625% Senior Secured Notes due 2030 and called all $526.5 million of its 6.125% notes due 2025 for redemption at par plus accrued interest, expected March 27, 2025. The filing shows a refinancing that extends maturities; it does not report earnings or new cash beyond the notes and about $33.0 million of additional revolver borrowing.
$500 million of 6.625% Senior Secured Notes due April 15, 2030, issued by Williams Scotsman, Inc.
Redemption of $526.5 million of 6.125% notes due 2025 at 100% of principal plus accrued interest, expected March 27, 2025
Approximately $33.0 million of additional borrowings under the asset-based revolving credit facility to fund the redemption and fees
The notes are secured by a second-priority interest in substantially all assets of the borrower and guarantors and are not guaranteed by WillScot Holdings Corporation
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