WillScot (WSC) CFO exercises RSUs and withholds 420 shares for taxes

Rhea-AI Filing Summary

WillScot Holdings Corp’s Chief Financial Officer Matthew T. Jacobsen reported equity award activity involving restricted stock units (RSUs) and common stock. On February 22, 2026, he exercised 899 RSUs for no cash cost, converting them into 899 shares of common stock. A separate transaction on the same date shows 420 common shares withheld at $22.81 per share to cover tax obligations, described as a payment of tax liability by delivering securities rather than an open-market sale. Following these transactions, he directly held 12,373 RSUs and 55,881 common shares. The RSUs relate to an award of 11,093 units granted on February 22, 2024 that vests in four equal annual installments under the company’s 2020 Incentive Award Plan.

Insider Trade Summary

899 shares exercised/converted

Mixed 3 txns

Insider Jacobsen Matthew T

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	899	$0.00	--
Exercise	Common Stock	899	$0.00	--
Tax Withholding	Common Stock	420	$22.81	$10K

Holdings After Transaction: Restricted Stock Units — 12,373 shares (Direct); Common Stock — 56,301 shares (Direct)

Footnotes (1)

1. 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. On February 22, 2024, the Reporting Person was granted 11,093 RSUs which vest annually in four equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Jacobsen Matthew T

(Last) (First) (Middle)

C/O WILLSCOT HOLDINGS CORP

6400 E MCDOWELL RD., SUITE 300

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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

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	02/22/2026		M		899	A	(1)	56,301	D
Common Stock	02/22/2026		F		420	D	$22.81	55,881	D

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	(1)	02/22/2026		M			899	(2)	(2)	Common Stock	899	$0	12,373	D

Explanation of Responses:

1. 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.

2. On February 22, 2024, the Reporting Person was granted 11,093 RSUs which vest annually in four equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person.

	Peter D. Fetzer as Attorney-in-Fact	02/24/2026
	** 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).
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FAQ

What insider transactions did WillScot (WSC) report for its CFO?

WillScot’s CFO Matthew T. Jacobsen exercised 899 restricted stock units into 899 common shares and had 420 shares withheld at $22.81 per share to satisfy tax obligations, all recorded as direct ownership transactions on February 22, 2026.

Did the WillScot (WSC) CFO sell shares in the open market in this Form 4?

The filing shows no open-market sale. It records an RSU exercise and a tax-withholding disposition, where 420 shares of common stock were delivered at $22.81 per share to cover tax liability associated with the equity award.

How many WillScot (WSC) shares does the CFO own after these transactions?

After the reported transactions, the CFO directly holds 55,881 shares of WillScot common stock and 12,373 restricted stock units, according to the totals listed as shares held following the transactions on the Form 4.

What are the terms of the WillScot (WSC) RSU grant referenced in this Form 4?

On February 22, 2024, the CFO was granted 11,093 time-based restricted stock units that vest in four equal annual installments on each of the first four anniversaries of the grant date under WillScot Mobile Mini Holdings Corp.’s 2020 Incentive Award Plan.

How does the WillScot (WSC) Form 4 describe the tax-withholding transaction?

The Form 4 labels the 420-share transaction as code “F,” meaning payment of exercise price or tax liability by delivering securities, indicating that the shares were used to satisfy tax obligations rather than representing a discretionary market sale.

What type of security did the WillScot (WSC) CFO exercise in this Form 4?

The CFO exercised restricted stock units, each representing a contingent right to receive one share of WillScot common stock or its cash equivalent upon vesting, converting 899 RSUs into 899 shares as part of his equity compensation program.