WillScot (WSC) CHRO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

WillScot Holdings Corp’s Chief Human Resources Officer, Felicia Gorcyca, reported equity compensation activity involving restricted stock units and common shares. She acquired 1,156 shares of common stock through the exercise and conversion of 1,156 restricted stock units at a price of $0.0000 per share.

To cover tax obligations, 366 common shares were disposed of at $22.81 per share through a tax-withholding transaction, not an open-market sale. Following these transactions, she directly holds 1,579 shares of common stock and 8,690 restricted stock units.

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

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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^*

Gorcyca Felicia

(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 Human Resources 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		1,156	A	(1)	1,945	D
Common Stock	02/22/2026		F		366	D	$22.81	1,579	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			1,156	(2)	(2)	Common Stock	1,156	$0	8,690	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 4,622 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 Plan and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person.

	Peter D. Fetzer as Attorney-in-Fact	02/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did WillScot (WSC) report for Felicia Gorcyca?

Felicia Gorcyca reported equity compensation transactions involving restricted stock units and common stock. She converted 1,156 RSUs into 1,156 common shares, then had 366 shares withheld to satisfy tax obligations, reflecting routine compensation-related activity rather than open-market trading.

How many WillScot (WSC) shares did Felicia Gorcyca acquire and dispose of?

Felicia Gorcyca acquired 1,156 shares of common stock through the exercise of restricted stock units and disposed of 366 shares in a tax-withholding transaction. This left her with 1,579 common shares directly owned after the reported transactions.

Was Felicia Gorcyca’s WillScot (WSC) share disposition an open-market sale?

No, the 366-share disposition was reported with code F, meaning it was used to cover tax liabilities. This type of transaction is a tax-withholding disposition, not a discretionary open-market sale by the executive.

What is the nature of the restricted stock units in the WillScot (WSC) filing?

Each restricted stock unit (RSU) represents a contingent right to receive one share of WillScot common stock or its cash equivalent upon vesting. The filing notes a prior grant of 4,622 RSUs that vest in four equal annual installments, subject to plan terms.

What are Felicia Gorcyca’s WillScot (WSC) holdings after the reported Form 4 transactions?

After the reported transactions, Felicia Gorcyca directly owns 1,579 shares of WillScot common stock and 8,690 restricted stock units. These positions reflect both previously granted equity awards and the recent RSU conversion and related tax-withholding share disposition.

How were Felicia Gorcyca’s WillScot (WSC) restricted stock units granted and vesting?

On February 22, 2024, Felicia Gorcyca was granted 4,622 RSUs that vest in four equal annual installments on each of the first four anniversaries of the grant date, subject to the company’s equity plan and the specific RSU award agreement.