WillScot Holdings (WSC) director granted 6,317 restricted shares

Rhea-AI Filing Summary

Holthaus Gerard E reported acquisition or exercise transactions in this Form 4 filing.

WillScot Holdings Corp director Gerard E. Holthaus received a grant of 6,317 shares of restricted common stock as part of the company’s annual compensation program for non-executive directors under the 2020 Incentive Award Plan.

These restrictions lapse in full one year from the grant date, and Holthaus now directly holds 422,922 shares of WillScot common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Holthaus Gerard E

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,317	$0.00	--

Holdings After Transaction: Common Stock — 422,922 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock grant: 6,317 shares Grant price: $0.00 per share Holdings after transaction: 422,922 shares +1 more

4 metrics

Restricted stock grant 6,317 shares Awarded to director Gerard E. Holthaus

Grant price $0.00 per share Equity compensation, no cash paid by director

Holdings after transaction 422,922 shares Direct ownership following the grant

Vesting period 1 year Restrictions lapse in full one year from grant date

Key Terms

Restricted stock, 2020 Incentive Award Plan, Restricted Stock Award Agreement, annual compensation program

4 terms

Restricted stock financial

"Restricted stock granted pursuant to the WillScot Holdings Corp. 2020 Incentive Award Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2020 Incentive Award Plan financial

"Restricted stock granted pursuant to the WillScot Holdings Corp. 2020 Incentive Award Plan"

Restricted Stock Award Agreement financial

"and a Restricted Stock Award Agreement between the Issuer and Mr. Holthaus"

A restricted stock award agreement is a legal contract that grants someone company shares that are subject to limits — for example, they may only become fully owned after working at the company for a set time, meeting performance goals, or otherwise satisfying conditions. For investors, these agreements matter because they shape insider incentives, future share dilution when restrictions lift, and company compensation costs; think of it like a gift locked in a box that opens only after certain conditions are met.

annual compensation program financial

"These shares comprise part of the Issuer's annual compensation program for non-executive directors"

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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
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^*

Holthaus Gerard E

(Last) (First) (Middle)

6400 E MCDOWELL RD., 3RD FLOOR

(Street)

SCOTTSDALE ARIZONA 85257

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

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

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

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	06/04/2026		A		6,317(1)	A	$0	422,922	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

Explanation of Responses:

1. Restricted stock granted pursuant to the WillScot Holdings Corp. 2020 Incentive Award Plan and a Restricted Stock Award Agreement between the Issuer and Mr. Holthaus. These shares comprise part of the Issuer's annual compensation program for non-executive directors and, subject to the terms and conditions of such plan and award agreement, the restrictions on these shares lapse in full one year from the grant date.

	/s/ Peter D. Fetzer as Attorney-in-Fact	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did WillScot (WSC) director Gerard Holthaus report?

Director Gerard E. Holthaus reported receiving 6,317 shares of restricted common stock as a grant. The award is part of WillScot Holdings Corp’s annual compensation program for non-executive directors under its 2020 Incentive Award Plan.

How many WillScot (WSC) shares does Gerard Holthaus hold after this grant?

After the restricted stock grant, Gerard E. Holthaus directly holds 422,922 shares of WillScot Holdings Corp common stock. This figure reflects his position immediately following the 6,317-share restricted stock award reported in the Form 4 filing.

What type of shares did Gerard Holthaus receive from WillScot (WSC)?

Gerard E. Holthaus received restricted shares of WillScot Holdings Corp common stock. The grant of 6,317 restricted shares was made under the company’s 2020 Incentive Award Plan as part of annual compensation for non-executive members of the board.

When do the restrictions on Gerard Holthaus’s WillScot (WSC) restricted stock lapse?

The restrictions on Gerard E. Holthaus’s 6,317 restricted shares lapse in full one year from the grant date. This means the shares vest completely after one year, assuming the terms and conditions of the plan and award agreement are satisfied.

Under which plan was the WillScot (WSC) restricted stock granted to Gerard Holthaus?

The restricted stock granted to Gerard E. Holthaus was issued under the WillScot Holdings Corp 2020 Incentive Award Plan. The award is documented in a Restricted Stock Award Agreement between the company and Holthaus as part of his director compensation.