WillScot (WSC) CFO exercises RSUs and withholds stock to pay taxes

Rhea-AI Filing Summary

WillScot Holdings Corp's Chief Financial Officer Matthew T. Jacobsen reported equity compensation activity involving restricted stock units and common stock. On March 1, 2026, he exercised or converted 862 restricted stock units into an equal number of common shares at a stated price of $0.00 per share, increasing his directly held common stock.

In a related transaction on the same date, 403 common shares were disposed of at $21.61 per share to satisfy tax withholding obligations linked to the equity award. After these transactions, he directly held 57,795 shares of common stock and 26,758 restricted stock units, which vest in four equal installments on each of the first four anniversaries of their respective grant dates.

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)
03/01/2026

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	03/01/2026		M		862	A	(1)	58,198	D
Common Stock	03/01/2026		F		403	D	$21.61	57,795	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)	03/01/2026		M			862	(2)	(2)	Common Stock	862	$0	26,758	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. 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.

	/s/ Peter D. Fetzer as Attorney-in-Fact	03/03/2026
	** 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 its CFO?

WillScot’s CFO Matthew T. Jacobsen exercised restricted stock units and settled related taxes in shares. He converted 862 RSUs into common stock and had 403 shares withheld at $21.61 each to cover tax obligations tied to the equity award.

How many WillScot (WSC) shares did the CFO acquire and dispose in this Form 4?

The CFO acquired 862 shares of WillScot common stock through RSU settlement and disposed of 403 shares for tax withholding. These movements reflect equity compensation mechanics rather than open-market buying or selling activity by the executive.

What are the vesting terms of the WillScot (WSC) restricted stock units reported?

The reported restricted stock units vest in four equal installments on each of the first four anniversaries of their grant dates. Grants occurred on February 29, 2024, March 6, 2023, March 2, 2022, and March 4, 2021 under WillScot’s 2020 Incentive Award Plan.

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

Following the reported transactions, the CFO directly holds 57,795 shares of WillScot common stock and 26,758 restricted stock units. The RSUs represent contingent rights to receive one share of common stock or its cash equivalent upon vesting.

Was the WillScot (WSC) CFO’s share disposition an open-market sale?

The disposition was coded “F,” indicating shares were withheld to satisfy exercise price or tax liabilities, not an open-market sale. This reflects standard tax-withholding treatment on equity awards, rather than discretionary selling by the executive in the market.