WillScot (WSC) director Worthing Jackman granted 71,016 performance stock units

Rhea-AI Filing Summary

JACKMAN WORTHING reported acquisition or exercise transactions in this Form 4 filing.

WillScot Holdings Corp director Worthing Jackman received an equity award of performance stock units. On February 24, 2026, he was granted a target of 71,016 performance-based restricted stock units, each representing a contingent right to receive one share of common stock or its cash equivalent upon vesting based on company performance metrics.

Following this award, Jackman holds stock options representing the right to buy 120,000 shares of Class A common stock, which vest in equal installments on each of the first and second anniversaries of the grant date, and he directly holds 10,654 shares of common stock.

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^*

JACKMAN WORTHING

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

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(1)								10,654	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
Performance Stock Units(1)	(2)	02/24/2026		A		71,016		(3)	(3)	Common Stock	71,016	$0	71,016	D
Stock Options (right to buy)(1)	$23.39							(4)	09/04/2035	Common Stock	120,000		120,000	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. 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.

3. On February 24, 2026, the Reporting Person was granted a target number of 71,016 PSUs which vest based on the achievement of certain company specific performance metrics.

4. 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 Employment Agreement entered into between the Issuer and the Reporting Person as of September 3, 2025 (the "Employment Agreement"). The Options vest in equal installments on each of the first and second anniversaries of the grant date subject to the terms and conditions of the Plan and Employment Agreement.

	Peter D. Fetzer as Attorney-in-Fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Worthing Jackman report in this WillScot (WSC) Form 4?

Worthing Jackman reported an equity grant of 71,016 performance stock units from WillScot. These units vest based on company-specific performance metrics and may settle in common stock or cash, adding to his existing options and common stock holdings.

How many performance stock units did Worthing Jackman receive from WillScot (WSC)?

Worthing Jackman received a target grant of 71,016 performance-based restricted stock units. Each unit represents a contingent right to one share of WillScot common stock, or its cash equivalent, if vesting conditions tied to company performance are satisfied.

How do Worthing Jackman’s WillScot (WSC) performance stock units vest?

Jackman’s 71,016 performance stock units vest based on achievement of certain company-specific performance metrics. If these performance goals are met, each vested unit will deliver one share of WillScot common stock or an equivalent cash payment, according to the plan’s terms.

What stock option holdings does Worthing Jackman have in WillScot (WSC)?

Following the reported transactions, Jackman holds stock options representing the right to buy 120,000 shares of WillScot Class A common stock. These options vest in equal installments on the first and second anniversaries of the grant date, under his employment agreement.

How many shares of WillScot (WSC) common stock does Worthing Jackman directly own?

Worthing Jackman directly owns 10,654 shares of WillScot common stock after the reported activity. This direct ownership is separate from his performance stock units and stock options, which represent potential future share or cash deliveries if vesting conditions are met.

Does the WillScot (WSC) Form 4 show any stock sales by Worthing Jackman?

The Form 4 reflects an acquisition of performance stock units and updated holdings, but no reported stock sales. The primary reportable event is the grant of 71,016 performance-based restricted stock units, alongside disclosure of existing options and common stock positions.