WillScot (WSC) CFO logs RSU, PSU awards and tax share disposals

Rhea-AI Filing Summary

WillScot Holdings Corp Chief Financial Officer Matthew T. Jacobsen reported multiple equity award transactions on February 24, 2026. He acquired common stock through the conversion of restricted stock units (RSUs) and had a portion of those shares withheld to cover taxes.

He exercised RSUs into 603 and 2,126 shares of common stock, with 282 and 992 shares, respectively, delivered at $23.73 per share to satisfy tax obligations. Following these transactions, he directly held 57,336 shares of common stock.

Jacobsen was also granted 17,976 RSUs, vesting in three equal annual installments, and a target of 41,944 performance stock units (PSUs) that vest based on company-specific performance metrics. After these grants, he held 27,620 RSUs and 68,467 PSUs, each representing a contingent right to one share of common stock or its cash equivalent upon vesting.

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^*

Jacobsen Matthew T

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		M		603	A	(1)	56,484	D
Common Stock	02/24/2026		F		282	D	$23.73	56,202	D
Common Stock	02/24/2026		M		2,126	A	(1)	58,328	D
Common Stock	02/24/2026		F		992	D	$23.73	57,336	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)	02/24/2026		M			603	(2)	(2)	Common Stock	603	$0	11,770	D
Restricted Stock Units	(1)	02/24/2026		M			2,126	(3)	(3)	Common Stock	2,126	$0	9,644	D
Restricted Stock Units	(1)	02/24/2026		A		17,976		(4)	(4)	Common Stock	17,976	$0	27,620	D
Performance Stock Units	(5)	02/24/2026		A		41,944		(6)	(6)	Common Stock	41,944	$0	68,467	D

Explanation of Responses:

1. Each 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. The Reporting Person was granted time-based restricted stock units ("RSUs") pursuant to a Restricted Stock Unit Agreement under the Issuer's 2020 Incentive Award Plan (the "RSU Agreement") on February 29, 2024, March 6, 2023, March 2, 2022, and March 4, 2021. The RSUs vest in four equal installments on each of the first four anniversaries of the relevant grant date, subject to the terms and conditions of the RSU Agreement.

3. On February 24, 2025, the Reporting Person was granted 8,506 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.

4. On February 24, 2026, the Reporting Person was granted 17,976 RSUs which vest annually in three equal installments on each of the first three 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.

5. Each PSU 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.

6. On February 24, 2026, the Reporting Person was granted a target number of 41,944 PSUs which vest based on the achievement of certain company specific performance metrics.

	Peter D. Fetzer as Attorney-in-Fact	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did WillScot (WSC) CFO Matthew T. Jacobsen report?

Matthew T. Jacobsen reported RSU conversions into common stock and related tax share withholdings, plus new RSU and PSU grants. These transactions increased his equity-based incentives while using share deliveries at $23.73 per share to cover tax obligations on the vested awards.

How many RSUs and PSUs did the WillScot (WSC) CFO receive in the latest awards?

The CFO received 17,976 restricted stock units and a target of 41,944 performance stock units. The RSUs vest in three equal annual installments, while the PSUs vest based on company-specific performance metrics, aligning his compensation with longer-term performance outcomes.

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

After the reported transactions, the CFO directly holds 57,336 shares of WillScot common stock. In addition, he holds 27,620 restricted stock units and 68,467 performance stock units, each representing a contingent right to receive one share or its cash equivalent upon vesting.

Were any of the WillScot (WSC) CFO’s transactions open-market sales or purchases?

The filing shows no open-market buys or sells. Common shares were acquired through RSU conversions, and 282 and 992 shares were disposed of solely to satisfy tax liabilities at $23.73 per share, rather than as discretionary market sales.

How do the new WillScot (WSC) RSU awards to the CFO vest over time?

The CFO’s 17,976 new restricted stock units granted on February 24, 2026 vest in three equal annual installments. Vesting is subject to the terms of WillScot’s incentive plan and the related Restricted Stock Unit Award Agreement between the company and the executive.

What conditions apply to the WillScot (WSC) performance stock units granted to the CFO?

The 41,944 performance stock units granted on February 24, 2026 vest based on specified company performance metrics. Each PSU, upon vesting, entitles the holder to one share of WillScot common stock or its cash equivalent, as outlined in the plan documents.