WillScot (WSC) CEO logs new RSU, PSU awards and tax share offsets

Rhea-AI Filing Summary

WillScot Holdings Corp President & CEO Timothy D. Boswell reported several equity transactions on February 24, 2026. He received 35,952 Restricted Stock Units (RSUs) that vest in three equal annual installments and a target of 83,888 Performance Stock Units (PSUs) that vest based on company performance metrics.

On the same date, previously granted RSUs were converted into common stock through exercises of 2,660 and 4,678 RSUs at no cash exercise price. To satisfy tax obligations from these vestings, he disposed of 1,131 and 2,206 shares of common stock at $23.73 per share via tax-withholding transactions rather than open-market sales. Some additional common shares are reported as held indirectly through the EAB Irrevocable Trust.

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)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		2,660	A	(1)	14,125	D
Common Stock	02/24/2026		F		1,131	D	$23.73	12,994	D
Common Stock	02/24/2026		M		4,678	A	(1)	17,672	D
Common Stock	02/24/2026		F		2,206	D	$23.73	15,466	D
Common Stock								295,862	I	By EAB Irrevocable Trust(2)

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			2,660	(3)	(3)	Common Stock	2,660	$0	30,721	D
Restricted Stock Units	(1)	02/24/2026		M			4,678	(4)	(4)	Common Stock	4,678	$0	26,043	D
Restricted Stock Units	(1)	02/24/2026		A		35,952		(5)	(5)	Common Stock	35,952	$0	61,995	D
Performance Stock Units	(6)	02/24/2026		A		83,888		(7)	(7)	Common Stock	83,888	$0	396,592	D
Stock Options (right to buy)	$13.6							(8)	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. Reflects the transfer of shares to the trust in a transaction exempt from Section 16 pursuant to Rule 16a-13.?

3. On February 24, 2023, the Reporting Person was granted 10,642 RSUs which vest in four equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the previously disclosed Plan and the Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

4. On February 24, 2025, the Reporting Person was granted 18,713 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 Plan and the Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

5. On February 24, 2026, the Reporting Person was granted 35,952 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 Agreement entered into between the Issuer and the Reporting Person.

6. 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.

7. On February 24, 2026, the Reporting Person was granted a target number of 83,888 PSUs which vest based on the achievement of certain company specific performance metrics.

8. 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	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did WillScot (WSC) CEO Timothy Boswell receive?

Timothy Boswell received 35,952 Restricted Stock Units (RSUs) and a target of 83,888 Performance Stock Units (PSUs). The RSUs vest in three equal annual installments, while the PSUs vest based on specific company performance metrics described in the applicable award agreements.

Did the WillScot (WSC) CEO sell any shares in this Form 4 filing?

The CEO reported share dispositions only for tax withholding, not open-market sales. He delivered 1,131 and 2,206 common shares at $23.73 per share to cover tax liabilities associated with restricted stock vesting, as indicated by transaction code F for tax-related disposition.

How were WillScot (WSC) restricted stock units converted to common shares?

Previously granted Restricted Stock Units were converted through derivative exercises. On February 24, 2026, 2,660 and 4,678 RSUs converted into common stock at a price of $0.00 per share, reflecting standard vesting and settlement of time-based equity awards granted under the company’s equity plan.

What are the vesting terms of the new WillScot (WSC) RSU grant?

The 35,952 RSUs granted on February 24, 2026 vest annually in three equal installments. Each installment generally delivers one share of WillScot common stock (or its cash equivalent) per vested unit, subject to the terms of the company’s equity plan and award agreement.

How do the new WillScot (WSC) PSUs for the CEO vest?

The 83,888 Performance Stock Units vest based on achievement of specified company performance metrics. Each PSU represents a contingent right to receive one share of common stock, or its cash equivalent, if those performance goals set out in the performance award are met over the applicable period.

Does Timothy Boswell hold any WillScot (WSC) shares indirectly through a trust?

Yes. The filing shows common stock held indirectly through the EAB Irrevocable Trust. A related footnote notes a transfer of shares to the trust in a transaction exempt from Section 16 under Rule 16a-13, indicating trust-level ownership in addition to Boswell’s direct holdings.