WillScot (WSC) CEO gains 233,334 shares; 97,651 withheld for taxes
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 135,683 shares
Net Buy
7 txns
Insider
Boswell Timothy D
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 233,334 | $0.00 | $0.00 |
| Exercise | Common Stock | 233,334 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | 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);
Common Stock — 153,358 shares (Direct);
Stock Options (right to buy) — 325,691 shares (Direct);
Common Stock — 295,862 shares (Indirect, By EAB Irrevocable Trust)
Footnotes (6)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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"
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
