WillScot director vests 25,652 RSUs, shares withheld

WillScot Holdings Corp (WSC) director Worthing Jackman reported the vesting and settlement of 25,652 time-based restricted stock units (RSUs) into an equal number of shares of common stock on September 4, 2026.

Rhea-AI Filing Summary

WillScot Holdings Corp (WSC) director Worthing Jackman reported the vesting and settlement of 25,652 time-based restricted stock units (RSUs) into an equal number of shares of common stock on September 4, 2026. In connection with this vesting, 10,736 shares of common stock were withheld by the issuer to satisfy tax withholding obligations.

The RSUs originated from a grant of 51,304 RSUs awarded on September 4, 2025, scheduled to vest in two equal annual installments. No transactions in this filing were reported as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

25,652 shares exercised/converted

Exercise 3 txns

Insider JACKMAN WORTHING

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F3, F4	25,652	$0.00	$0.00
Exercise	Common Stock F1, F3	25,652	--	--
Tax Withholding	Common Stock F1, F2	10,736	$19.98	$215K

Holdings After Transaction: Restricted Stock Units — 25,652 contracts (Direct); Common Stock — 25,570 shares (Direct)

Footnotes (4)

1. F1. Mr. Jackman has reported under two CIK Numbers: CIK Number 0001229832 and CIK Number 0001328708 (collectively, the "Codes"). For a complete record of all filings made by Mr. Jackman, all Codes should be referenced. Going forward, Mr. Jackman will make all filings using CIK Number 0001229832.
2. F2. Represents shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units.
3. F3. 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.
4. F4. On September 4, 2025, the Reporting Person was granted 51,304 RSUs which vest annually in two equal installments on each of the first and second 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.

Key Figures

RSUs vested and settled: 25,652 units Shares withheld for taxes: 10,736 shares Tax-withholding reference price: $19.98 per share +1 more

4 metrics

RSUs vested and settled 25,652 units RSUs converted into 25,652 shares of common stock on September 4, 2026

Shares withheld for taxes 10,736 shares Common shares withheld to satisfy tax withholding obligations at vesting

Tax-withholding reference price $19.98 per share Price applied to 10,736 shares delivered or withheld for tax liability

Original RSU grant size 51,304 RSUs Time-based RSUs granted on September 4, 2025, vesting in two equal installments

Key Terms

Restricted Stock Units, tax withholding obligations, time-based restricted stock unit, contingent right

4 terms

Restricted Stock Units financial

"Represents shares of Common Stock withheld by the Issuer to satisfy tax"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"satisfy tax withholding obligations in connection with the vesting and settlement"

time-based restricted stock unit financial

"Each time-based restricted stock unit ("RSU") represents a contingent right"

contingent right financial

"represents a contingent right to receive upon vesting one share"

FAQ

What insider equity transaction did WSC report for director Worthing Jackman?

WillScot Holdings Corp reported that director Worthing Jackman had 25,652 RSUs vest and settle into 25,652 shares of common stock on September 4, 2026, from a prior RSU grant dated September 4, 2025.

How many WillScot (WSC) shares were withheld for taxes in this Form 4?

The filing states that 10,736 shares of common stock were withheld by the issuer to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units.

What was the RSU grant described in the WillScot (WSC) Form 4?

On September 4, 2025, Worthing Jackman was granted 51,304 time-based RSUs, which vest in two equal annual installments on the first and second anniversaries of the grant date, subject to the plan and award agreement terms.

Did the WillScot (WSC) insider transactions use a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox was not selected, and there is no footnote disclosure stating that the reported transactions were made under a Rule 10b5-1 trading plan.

What price was used for the WillScot (WSC) tax-withholding share disposition?

For the tax-withholding disposition of 10,736 shares of WillScot common stock, the Form 4 reports a price of $19.98 per share, used to satisfy tax withholding obligations upon RSU vesting.

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Available on EDGAR 09/08/2026 - 06:10 PM Accepted by SEC EDGAR 09/08/2026 - 06:10 PM Learn about SEC filing 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

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^*

JACKMAN WORTHING

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	09/04/2026		M		25,652	A	(3)	36,306	D
Common Stock(1)	09/04/2026		F		10,736(2)	D	$19.98	25,570	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)	(3)	09/04/2026		M			25,652	(4)	(4)	Common Stock	25,652	$0	25,652	D

Explanation of Responses:

1. Mr. Jackman has reported under two CIK Numbers: CIK Number 0001229832 and CIK Number 0001328708 (collectively, the "Codes"). For a complete record of all filings made by Mr. Jackman, all Codes should be referenced. Going forward, Mr. Jackman will make all filings using CIK Number 0001229832.

2. Represents shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units.

3. 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.

4. On September 4, 2025, the Reporting Person was granted 51,304 RSUs which vest annually in two equal installments on each of the first and second 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.

	Peter D. Fetzer as Attorney-in-Fact	09/08/2026
	** 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)