WillScot (WSC) CHRO receives new RSU and PSU equity grants

Rhea-AI Filing Summary

WillScot Holdings Corp reported that Chief Human Resources Officer Felicia Gorcyca received several new equity awards. On February 24, 2026, she acquired 33,289 time-based restricted stock units, 9,987 additional RSUs with annual vesting, and a target of 23,302 performance stock units tied to company performance metrics. A prior grant of 1,594 RSUs was converted into common stock, and 505 common shares were withheld at $23.73 per share to cover tax obligations.

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^*

Gorcyca Felicia

(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 Human Resources 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		1,594	A	(1)	3,173	D
Common Stock	02/24/2026		F		505	D	$23.73	2,668	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			1,594	(2)	(2)	Common Stock	1,594	$0	7,096	D
Restricted Stock Units	(1)	02/24/2026		A		33,289		(3)	(3)	Common Stock	33,289	$0	40,385	D
Restricted Stock Units	(1)	02/24/2026		A		9,987		(4)	(4)	Common Stock	9,987	$0	50,372	D
Performance Stock Units	(5)	02/24/2026		A		23,302		(6)	(6)	Common Stock	23,302	$0	67,774	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 24, 2025, the Reporting Person was granted a target number of 25,517 PSUs which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P 400 Index at the grant date over the performance of three years subject to the terms and conditions of the previously disclosed Plan and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person. The target number of PSUs granted on February 24, 2025, is comprised of two tranches: (i) PSUs granted to the Reporting Person for her 2025 annual long-term equity award incentive and (ii) PSUs granted to the Reporting Person for the second half of her executive new hire bonus pursuant to the terms and conditions of the previously disclosed Employment Agreement between the Issuer and the Reporting Person.

3. On February 24, 2026, the Reporting Person was granted 33,289 RSUs which will cliff vest at the end of the third year anniversary 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 9,987 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 performance-based restricted stock unit ("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 23,302 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) report for Felicia Gorcyca?

WillScot reported that Chief Human Resources Officer Felicia Gorcyca received new restricted stock unit and performance stock unit awards and converted previously granted RSUs into common shares, with a portion of those shares withheld to satisfy tax obligations associated with the equity compensation.

How many RSUs were granted to the WillScot (WSC) CHRO on February 24, 2026?

On February 24, 2026, Felicia Gorcyca was granted 33,289 restricted stock units that cliff vest after three years and 9,987 additional RSUs that vest in three equal annual installments, subject to the terms of WillScot’s equity incentive plan and award agreements.

What performance stock units did Felicia Gorcyca receive from WillScot (WSC)?

Felicia Gorcyca was granted a target number of 23,302 performance stock units. Each PSU represents a contingent right to receive one WillScot common share or its cash equivalent, vesting based on achievement of specified company performance metrics over the applicable performance period.

Did the WillScot (WSC) CHRO sell common stock in the open market?

The filing shows a disposition of 505 common shares at $23.73 per share, characterized as a tax-withholding transaction. This represents delivery of shares to cover tax liabilities, not an open market sale initiated for investment or trading purposes.

How were previously granted RSUs for WillScot (WSC) converted for the CHRO?

A prior award of 1,594 restricted stock units was exercised or converted into an equal number of WillScot common shares. After this conversion, 505 of those shares were withheld to satisfy tax obligations, leaving the remainder as directly held common stock.