WillScot Holdings (WSC) COO logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

WillScot Holdings Corp President & COO Timothy D. Boswell reported equity award activity. He exercised 2,773 restricted stock units into 2,773 shares of common stock at a stated price of $0.00 per share. To cover related tax obligations, 1,308 common shares were disposed of at $22.81 per share through share withholding rather than an open-market sale.

After these transactions, he directly owned 35,621 shares of common stock and 29,048 restricted stock units. He also held 125,691 stock options, which had vested in equal installments over four years under the company’s incentive plan.

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^*

Boswell Timothy D

(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)
	President & COO

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		2,773	A	(1)	36,929	D
Common Stock	02/22/2026		F		1,308	D	$22.81	35,621	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			2,773	(2)	(2)	Common Stock	2,773	$0	29,048	D
Stock Options (right to buy)	$13.6							(3)	03/20/2028	Common Stock	125,691		125,691	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.

3. The stock options (the "Options"), reported on this Form 4, represent the right upon vesting to buy shares of Class A Common Stock pursuant to the terms and conditions of the Plan and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 20, 2018 (the "Award Agreement"). The Options vested in equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the Plan and Award Agreement.

	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did WSC President & COO Timothy Boswell report?

Timothy Boswell reported exercising 2,773 restricted stock units into 2,773 common shares and disposing of 1,308 common shares to cover taxes. These equity movements are tied to awards under WillScot’s incentive plans and reflect compensation-related activity, not open-market buying or selling.

How many WillScot (WSC) shares does Timothy Boswell own after this Form 4?

After the reported transactions, Timothy Boswell directly owned 35,621 shares of WillScot common stock. He also held 29,048 restricted stock units and 125,691 stock options, all granted under company incentive plans, providing additional exposure to future share performance beyond his current stock holdings.

Were any WillScot (WSC) shares sold on the open market in this filing?

The filing shows 1,308 common shares disposed of at $22.81 per share to satisfy tax liabilities through share withholding. This is characterized as a tax-withholding disposition, not an open-market sale initiated for investment reasons, and is common for vested equity awards.

What restricted stock unit activity did WillScot (WSC) disclose for Timothy Boswell?

The filing reports 2,773 restricted stock units converting into common stock. These RSUs are part of an 11,093-unit grant from February 22, 2024 that vests in four equal annual installments under WillScot’s 2020 Incentive Award Plan and an associated award agreement.

What stock option holdings does Timothy Boswell have at WillScot (WSC)?

Boswell held 125,691 stock options after the reported date. These options were granted under the company’s 2020 incentive plan and a 2018 award agreement, vesting in equal installments over four years. They represent the right to buy Class A common stock upon exercise.

Does this WillScot (WSC) Form 4 indicate a change in insider sentiment?

The Form 4 primarily reflects routine equity award vesting and tax withholding, not discretionary market trades. RSU conversion and share withholding for taxes are standard elements of executive compensation programs and do not, by themselves, clearly signal a shift in insider sentiment.