Equity award transactions by WillScot (WSC) director Bradley Soultz detailed

Rhea-AI Filing Summary

WillScot Holdings director Bradley Lee Soultz reported a series of equity award-related transactions in common stock and restricted stock units. On February 24, 2026, he acquired shares through exercises or conversions of derivative securities and had shares withheld to cover tax obligations, all at indicated prices of $22.81 and $23.73 per share for the tax-withholding dispositions.

The filing also notes prior activity on February 22, 2026 involving restricted stock units and earlier transactions on December 11, 2025, including a 50,000-share transfer of common stock to the Ellen M. Soultz Irrevocable Trust for no consideration, characterized as a change in the form of beneficial ownership. An additional note explains this Form 4/A is filed to correct the amount of securities beneficially owned.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Soultz Bradley Lee

(Last) (First) (Middle)

6400 E MCDOWELL RD., 3RD FLOOR

(Street)

SCOTTSDALE, AZ 85257

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WillScot Holdings Corp [ WSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/11/2025		J(1)		50,000	D	(1)	302,549(1)(2)	D
Common Stock	12/11/2025		J(1)		50,000	A	(1)	244,225(1)	I	By Ellen M. Soultz Irrevocable Trust
Common Stock	02/24/2026		M		6,933	A	(3)	309,482	D
Common Stock	02/24/2026		F		2,416	D	$22.81	307,066	D
Common Stock	02/24/2026		M		6,651	A	(3)	313,717	D
Common Stock	02/24/2026		F		1,965	D	$23.73	311,752	D
Common Stock	02/24/2026		M		9,569	A	(3)	321,321	D
Common Stock	02/24/2026		F		2,880	D	$23.73	318,441	D
Common Stock								418,376	I	By Bradley L. Soultz Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/22/2026		M			6,933	(4)	(4)	Common Stock	6,933	$0	48,873	D
Restricted Stock Units	(3)	02/24/2026		M			6,651	(5)	(5)	Common Stock	6,651	$0	42,222	D
Restricted Stock Units	(3)	02/24/2026		M			9,569	(6)	(6)	Common Stock	9,569	$0	32,653	D

Explanation of Responses:

1. The Reporting Person transferred 50,000 shares of common stock to the Ellen M. Soultz Irrevocable Trust, for no consideration. This transfer reflects only a change in the form of beneficial ownership of the reporting person without changing the reporting person's pecuniary interest in such shares, and the transfer is exempt from reporting under Rule 16a-13 under the Securities and Exchange Act of 1934, as amended.

2. Filing solely to correct the Amount of Securities Beneficially Owned in Table I in this filing,

3. Each time-based restricted stock unit ("RSU") represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share, or its cash equivalent.

4. On February 22, 2024, the Reporting Person was granted a target number of 64,708 PSUs which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P 400 Index at the grant date over the performance of three years subject to the terms and conditions of the previously disclosed WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

5. On February 24, 2023, the Reporting Person was granted 62,081 PSUs which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P 400 Index at the grant date over the performance of three years subject to the terms and conditions of the previously disclosed WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

6. On February 24, 2025, the Reporting Person was granted a target number of 89,311 PSUs which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P 400 Index at the grant date over the performance of three years subject to the terms and conditions of the previously disclosed Plan and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

	Peter D. Fetzer as Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did WSC director Bradley Lee Soultz report?

Bradley Lee Soultz reported exercises or conversions of equity awards and related common stock issuances, along with share dispositions to cover tax obligations. The activity primarily reflects routine equity compensation mechanics rather than open-market purchases or sales of WillScot Holdings common stock.

Were any open-market stock sales reported by WSC’s Bradley Lee Soultz?

The filing shows dispositions coded as tax-withholding transactions, where shares were delivered to satisfy exercise price or tax liabilities. These are different from open-market sales, as they are tied to equity award exercises rather than discretionary trading in WillScot Holdings shares.

What is the significance of the 50,000 WillScot shares transferred to a trust?

The Form 4/A notes a 50,000-share transfer of WillScot common stock to the Ellen M. Soultz Irrevocable Trust for no consideration. It is described as a change in the form of beneficial ownership, with no change in the reporting person’s pecuniary interest in those shares.

Why was this WillScot Form 4/A filed as an amendment?

The amendment states it is being filed solely to correct the amount of securities beneficially owned shown in Table I. This indicates the primary purpose is to update previously reported holdings data, not to change the underlying transaction terms or add new trades.

How do restricted stock units and PSUs work for WSC’s Bradley Lee Soultz?

Each time-based restricted stock unit represents a right to receive one WillScot common share or its cash equivalent upon vesting. Performance stock units vest based on relative total shareholder return versus S&P 400 constituents over a three-year performance period under the company’s 2020 incentive plan.

What prices were used for WSC share tax-withholding transactions in this filing?

The tax-withholding dispositions of WillScot common stock are reported at per-share prices of $22.81 and $23.73. These prices are used to value shares delivered to satisfy exercise price or tax liabilities related to equity award exercises, rather than reflecting open-market trading decisions.