WillScot (NASDAQ: WSC) legal chief to exit under separation deal

Rhea-AI Filing Summary

WillScot Holdings Corporation has entered into a Separation and Release Agreement with Hezron Lopez, its Executive Vice President, Chief Legal & Compliance Officer & ESG. Under this agreement, Mr. Lopez’s employment will end on February 6, 2026, which is defined as the termination date. The company states that his severance benefits will be treated as a termination without Cause, consistent with the terms of his amended and restated employment agreement dated June 6, 2022. Certain compensation and benefits are conditioned on Mr. Lopez executing, and not revoking after the termination date, a reaffirmation of a release of claims and other ongoing commitments and obligations.

Insights

Corporate governance and executive compensation analyst

WillScot’s chief legal & compliance executive is departing under a negotiated separation with conditional severance.

The company discloses that Executive Vice President and Chief Legal & Compliance Officer & ESG Hezron Lopez will leave on February 6, 2026 under a Separation and Release Agreement. His severance is characterized as a termination without Cause and follows the terms of his June 6, 2022 amended and restated employment agreement.

Conditioning portions of compensation on a reaffirmation of a release of claims and other obligations is a common risk-management approach in executive separations. It ties full severance to post-termination cooperation and limits potential disputes. Future disclosures may clarify any succession plans for the legal, compliance, and ESG functions.

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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): January 20, 2026 (January 14, 2026)

WILLSCOT HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			001-37552			82-3430194
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

6400 E McDowell Road, Suite 300

Scottsdale, Arizona 85257

(Address, including zip code, of principal executive offices)

(480) 894-6311

(Registrant’s telephone number, including area code)

(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, par value $0.0001 per share			WSC			The Nasdaq Capital Markets

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 14, 2026, WillScot Holdings Corporation (the “Company”) and Hezron Lopez, Executive Vice President, Chief Legal & Compliance Officer & ESG, entered into a Separation and Release Agreement (the “Agreement”). The terms of the Agreement provide (1) that Mr. Lopez’s employment with the Company will end on February 6, 2026 (the “Termination Date”) and (2) for Severance Benefits as a termination without Cause consistent with the terms of Mr. Lopez’s Amended and Restated Employment Agreement dated as of June 6, 2022, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 7, 2022. Receipt of certain compensation and benefits under the Agreement are subject to Mr. Lopez executing and not revoking, following the Termination Date, a reaffirmation of a release of claims and other commitments and obligations.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Exhibit Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

						WillScot Holdings Corporation
Dated:			January 20, 2026			By:
									Name: Matthew Jacobsen
									Title: Executive Vice President, Chief Financial Officer

FAQ

What executive change did WillScot (WSC) disclose in this 8-K?

WillScot disclosed that Hezron Lopez, its Executive Vice President, Chief Legal & Compliance Officer & ESG, entered into a Separation and Release Agreement and will leave the company.

When is Hezron Lopez’s employment with WillScot (WSC) scheduled to end?

The agreement states that Mr. Lopez’s employment will end on February 6, 2026, which is designated as the termination date.

How is the separation of WillScot’s executive treated for severance purposes?

The filing states that Mr. Lopez’s severance benefits will be provided as a termination without Cause, consistent with his amended and restated employment agreement dated June 6, 2022.

Are there conditions for Hezron Lopez to receive certain severance benefits from WillScot (WSC)?

Yes. Receipt of certain compensation and benefits is conditioned on Mr. Lopez executing and not revoking, after the termination date, a reaffirmation of a release of claims and other commitments and obligations.

Does the WillScot 8-K describe the underlying employment agreement for the departing executive?

Yes. It notes that the severance terms follow Mr. Lopez’s Amended and Restated Employment Agreement dated June 6, 2022, which had been filed previously with the SEC.

Which role did the departing executive hold at WillScot (WSC)?

Hezron Lopez served as Executive Vice President, Chief Legal & Compliance Officer & ESG at WillScot Holdings Corporation.