WillScot (WSC) CEO gains 233,334 shares; 97,651 withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WillScot Holdings Corp President & CEO Timothy D. Boswell reported equity compensation activity involving performance stock units and common shares. On July 1, 2026, 233,334 performance stock units vested and were converted into the same number of shares of common stock. To cover tax obligations, 97,651 of these shares were withheld, a non-market disposition recorded at $27.36 per share. Following these transactions, Boswell directly holds 153,358 shares of common stock and indirectly holds 295,862 shares through the EAB Irrevocable Trust. He also retains several stock option awards giving him the right to buy additional common shares at exercise prices of $13.60, $18.83 and $23.39, with expirations between 2028 and 2036.

Insider Trade Summary

233,334 shares exercised/converted

Mixed 7 txns

Insider Boswell Timothy D

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	233,334	$0.00	--
Exercise	Common Stock	233,334	$0.00	--
Tax Withholding	Common Stock	97,651	$27.36	$2.67M
holding	Stock Options (right to buy)	--	--	--
holding	Stock Options (right to buy)	--	--	--
holding	Stock Options (right to buy)	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Stock Units — 153,434 shares (Direct, null); Common Stock — 251,009 shares (Direct, null); Stock Options (right to buy) — 125,691 shares (Direct, null); Common Stock — 295,862 shares (Indirect, By EAB Irrevocable Trust)

Footnotes (1)

Each performance-based restricted stock unit represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share (the "Common Stock"), or its cash equivalent. Timothy Boswell (the "Reporting Person") was granted a target number of 243,158 restricted stock units pursuant to the Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement"). The actual number of restricted stock units that shall vest and become unrestricted may range from 0 to 583,334 restricted stock units based on criteria described in footnote 3 to this Form 4. Pursuant to the Performance-Based RSU Agreement, the target number of restricted stock units reported here vest upon the Common Stock achieving certain 60-day average closing prices, measured as of the 60 consecutive trading days immediately following the date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed (the "Measurement Periods"). The actual number of restricted stock units that shall be granted is cumulative and may vary according to achievement of agreed upon Share Price targets ranging from $42.50 to $60.00 during each annual Measurement Period, pursuant to the Performance-Based RSU Agreement. The cumulative number of restricted stock units earned vested and became unrestricted on July 1, 2026. These stock options (any such options, granted pursuant to one of the Issuer's stock option plans, collectively, referred to as "Options"), represent the right upon vesting to buy shares of Common Stock pursuant to the terms and conditions of the applicable stock option plan (the Issuer's stock option plans, collectively, referred to as the "Plan") and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 20, 2018 (the "2018 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 the 2018 Award Agreement. These Options represent the right upon vesting to buy shares of the 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 September 4, 2025 (the "2025 Award Agreement"). The Options vest in equal installments on each of the first three anniversaries of the grant date subject to the terms and conditions of the Plan and the 2025 Award Agreement. These Options represent the right upon vesting to buy shares of the 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 January 1, 2026 (the "2026 Award Agreement"). The Options vest in equal installments on each of the first three anniversaries of the grant date subject to the terms and conditions of the Plan and the 2026 Award Agreement.

Key Figures

Performance units vested: 233,334 shares Shares withheld for taxes: 97,651 shares at $27.36 Direct common shares after transactions: 153,358 shares +4 more

7 metrics

Performance units vested 233,334 shares Performance stock units converted to common stock on July 1, 2026

Shares withheld for taxes 97,651 shares at $27.36 Tax-withholding disposition of common stock

Direct common shares after transactions 153,358 shares Direct ownership following July 1, 2026 transactions

Indirect common shares via trust 295,862 shares Held by EAB Irrevocable Trust as indirect ownership

Stock options at $13.60 125,691 underlying shares Options expiring March 20, 2028

Stock options at $18.83 100,000 underlying shares Options expiring January 1, 2036

Stock options at $23.39 100,000 underlying shares Options expiring September 4, 2035

Key Terms

performance-based restricted stock unit, Performance-Based RSU Agreement, Measurement Periods, Nonqualified Stock Option Award Agreement, +1 more

5 terms

performance-based restricted stock unit financial

"Each performance-based restricted stock unit represents a contingent right to receive upon vesting one share of common stock"

A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.

Performance-Based RSU Agreement financial

"pursuant to the Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021"

Measurement Periods financial

"measured as of the 60 consecutive trading days immediately following the date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed (the "Measurement Periods")"

Nonqualified Stock Option Award Agreement financial

"the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 20, 2018"

tax liability financial

"Payment of exercise price or tax liability by delivering securities"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 05:33 PM Accepted by SEC EDGAR 07/06/2026 - 05:33 PM

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^*

Boswell Timothy D

(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
X	Officer (give title below)	Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2026		M		233,334	A	⁽¹⁾	251,009	D
Common Stock	07/01/2026		F		97,651	D	$27.36	153,358	D
Common Stock								295,862	I	By EAB Irrevocable Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽¹⁾	07/01/2026		M			233,334⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	233,334	$0	153,434	D
Stock Options (right to buy)	$13.6							⁽⁴⁾	03/20/2028	Common Stock	125,691		125,691	D
Stock Options (right to buy)	$23.39							⁽⁵⁾	09/04/2035	Common Stock	100,000		100,000	D
Stock Options (right to buy)	$18.83							⁽⁶⁾	01/01/2036	Common Stock	100,000		100,000	D

Explanation of Responses:

1. Each performance-based restricted stock unit represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share (the "Common Stock"), or its cash equivalent.

2. Timothy Boswell (the "Reporting Person") was granted a target number of 243,158 restricted stock units pursuant to the Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement"). The actual number of restricted stock units that shall vest and become unrestricted may range from 0 to 583,334 restricted stock units based on criteria described in footnote 3 to this Form 4.

3. Pursuant to the Performance-Based RSU Agreement, the target number of restricted stock units reported here vest upon the Common Stock achieving certain 60-day average closing prices, measured as of the 60 consecutive trading days immediately following the date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed (the "Measurement Periods"). The actual number of restricted stock units that shall be granted is cumulative and may vary according to achievement of agreed upon Share Price targets ranging from $42.50 to $60.00 during each annual Measurement Period, pursuant to the Performance-Based RSU Agreement. The cumulative number of restricted stock units earned vested and became unrestricted on July 1, 2026.

4. These stock options (any such options, granted pursuant to one of the Issuer's stock option plans, collectively, referred to as "Options"), represent the right upon vesting to buy shares of Common Stock pursuant to the terms and conditions of the applicable stock option plan (the Issuer's stock option plans, collectively, referred to as the "Plan") and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 20, 2018 (the "2018 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 the 2018 Award Agreement.

5. These Options represent the right upon vesting to buy shares of the 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 September 4, 2025 (the "2025 Award Agreement"). The Options vest in equal installments on each of the first three anniversaries of the grant date subject to the terms and conditions of the Plan and the 2025 Award Agreement.

6. These Options represent the right upon vesting to buy shares of the 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 January 1, 2026 (the "2026 Award Agreement"). The Options vest in equal installments on each of the first three anniversaries of the grant date subject to the terms and conditions of the Plan and the 2026 Award Agreement.

	Steven Gary Shullaw as Attorney-in-Fact	07/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity transactions did WillScot (WSC) CEO Timothy Boswell report?

Timothy Boswell reported vesting of 233,334 performance stock units that converted into common shares. As part of this event, 97,651 shares were withheld to satisfy tax obligations, and the remaining shares increased his direct common stock holdings.

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

After these transactions, Timothy Boswell directly owns 153,358 shares of WillScot common stock and indirectly owns 295,862 shares held by the EAB Irrevocable Trust, reflecting both his personal and trust-related equity interests.

What happened to the 97,651 WillScot (WSC) shares shown as disposed on the Form 4?

The 97,651 WillScot shares were withheld to cover exercise price or tax liabilities. This tax-withholding disposition, coded as “F,” is not an open‑market sale and does not reflect a discretionary sale decision by the insider.

What are the details of Timothy Boswell’s vested performance stock units in WillScot (WSC)?

Boswell’s performance-based restricted stock units vest based on WillScot’s share price targets between $42.50 and $60.00 over several annual measurement periods. The cumulative 233,334 units earned vested and became unrestricted on July 1, 2026, converting into common shares.

What stock options does the WillScot (WSC) CEO still hold after these transactions?

Boswell holds stock options to buy WillScot common stock at exercise prices of $13.60, $18.83 and $23.39 per share. These options, granted under various award agreements, have expiration dates ranging from March 20, 2028, to January 1, 2036.

How are Timothy Boswell’s performance-based RSUs in WillScot (WSC) structured?

Under a 2021 Performance-Based RSU Agreement, Boswell had a target of 243,158 units, with an actual vesting range from 0 to 583,334 units. Vesting depended on achieving specified 60‑day average share price targets during annual measurement periods through 2025.