WillScot (WSC) CEO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

WillScot Holdings Corp President & CEO Timothy D. Boswell reported equity award activity involving restricted stock units and common shares. He exercised 3,800 restricted stock units into common stock at $0.00 per share and, in a related move, 1,591 common shares were withheld at $21.61 per share to satisfy tax obligations.

After these transactions, he directly holds 17,675 shares of common stock, 58,195 restricted stock units, and stock options covering 125,691 shares. In addition, 295,862 common shares are held indirectly by 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)
03/01/2026

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	03/01/2026		M		3,800	A	(1)	19,266	D
Common Stock	03/01/2026		F		1,591	D	$21.61	17,675	D
Common Stock								295,862	I	By EAB Irrevocable Trust

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)	03/01/2026		M			3,800	(2)	(2)	Common Stock	3,800	$0	58,195	D
Stock Options (right to buy)	$13.6							(3)	(3)	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. On March 1, 2022, the Reporting Person was granted 15,198 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.

3. 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	03/03/2026
	** 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 insider transactions did WillScot (WSC) CEO Timothy D. Boswell report?

Timothy D. Boswell reported exercising 3,800 restricted stock units into common stock at $0.00 per share and a related tax-withholding disposition of 1,591 common shares at $21.61 per share. These entries reflect equity award settlement rather than open-market buying or selling.

How many WillScot (WSC) shares does the CEO directly hold after this Form 4?

After the reported transactions, Timothy D. Boswell directly holds 17,675 shares of WillScot common stock, plus 58,195 restricted stock units and stock options over 125,691 shares. These figures show his ongoing direct equity stake tied to long-term incentive arrangements.

What was the purpose of the 1,591 WillScot (WSC) shares disposed of on this Form 4?

The 1,591 WillScot common shares were disposed of under transaction code “F,” meaning they were used to pay exercise price or tax liabilities. This tax-withholding disposition is a common administrative step when restricted stock units vest and convert into common shares.

Does the WillScot (WSC) CEO have indirect ownership through a trust?

Yes. The filing shows 295,862 WillScot common shares held indirectly by the EAB Irrevocable Trust. This position is reported as indirect ownership, separate from Timothy D. Boswell’s directly held shares, restricted stock units, and stock options reported in his own name.

What are the details of the restricted stock units in this WillScot (WSC) Form 4?

Each restricted stock unit represents a contingent right to receive one WillScot common share or cash. The reported 3,800-unit transaction reflects vesting and conversion, contributing to a total of 58,195 restricted stock units held directly by Timothy D. Boswell after the transaction.

What stock option holdings are disclosed for the WillScot (WSC) CEO?

The Form 4 shows stock options giving the right to buy 125,691 shares of WillScot Class A common stock. These options vested in equal installments on each of the first four anniversaries of the March 20, 2018 grant date, subject to plan and award agreement terms.