WillScot (WSC) awards 6,317 restricted common shares to director

Rhea-AI Filing Summary

Upchurch Michael W reported acquisition or exercise transactions in this Form 4 filing.

WillScot Holdings Corp director Michael W. Upchurch received a grant of 6,317 shares of restricted common stock as part of the company’s annual compensation program for non-executive directors. The award was made under the WillScot Holdings Corp 2020 Incentive Award Plan at a grant price of $0.00 per share.

According to the award terms, all restrictions on these shares lapse in full one year from the grant date, meaning the shares vest after one year if conditions are met. Following this grant, Upchurch directly holds a total of 52,169 shares of WillScot common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Upchurch Michael W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,317	$0.00	--

Holdings After Transaction: Common Stock — 52,169 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted shares granted: 6,317 shares Grant price: $0.00 per share Shares held after grant: 52,169 shares +1 more

4 metrics

Restricted shares granted 6,317 shares Restricted stock award to director on June 4, 2026

Grant price $0.00 per share Compensation grant under 2020 Incentive Award Plan

Shares held after grant 52,169 shares Total direct holdings of common stock following transaction

Vesting period 1 year Restrictions on restricted shares lapse one year from grant date

Key Terms

Restricted stock, 2020 Incentive Award Plan, Restricted Stock Award Agreement, annual compensation program, +1 more

5 terms

Restricted stock financial

"Restricted stock granted pursuant to the WillScot Holdings Corp. 2020 Incentive Award Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2020 Incentive Award Plan financial

"Restricted stock granted pursuant to the WillScot Holdings Corp. 2020 Incentive Award Plan"

Restricted Stock Award Agreement financial

"and a Restricted Stock Award Agreement between the Issuer and Mr. Upchurch"

A restricted stock award agreement is a legal contract that grants someone company shares that are subject to limits — for example, they may only become fully owned after working at the company for a set time, meeting performance goals, or otherwise satisfying conditions. For investors, these agreements matter because they shape insider incentives, future share dilution when restrictions lift, and company compensation costs; think of it like a gift locked in a box that opens only after certain conditions are met.

annual compensation program financial

"These shares comprise part of the Issuer's annual compensation program for non-executive directors"

non-executive directors financial

"These shares comprise part of the Issuer's annual compensation program for non-executive directors"

Non-executive directors are board members who do not work for the company day-to-day but oversee management, like an independent referee watching a game rather than playing. They matter to investors because they provide impartial checks on executive decisions, help shape long-term strategy, monitor risks and financial reporting, and guard shareholder interests—contributing to better governance and reducing the chance of mismanagement or conflicts of interest.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Upchurch Michael W

(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)
06/04/2026

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	06/04/2026		A		6,317(1)	A	$0	52,169	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

Explanation of Responses:

1. Restricted stock granted pursuant to the WillScot Holdings Corp. 2020 Incentive Award Plan and a Restricted Stock Award Agreement between the Issuer and Mr. Upchurch. These shares comprise part of the Issuer's annual compensation program for non-executive directors and, subject to the terms and conditions of such plan and award agreement, the restrictions on these shares lapse in full one year from the grant date.

	/s/ Peter D. Fetzer as Attorney-in-Fact	06/08/2026
	** 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)

FAQ

What did WillScot (WSC) director Michael W. Upchurch report in this Form 4?

He reported receiving 6,317 shares of restricted common stock as a compensation grant. The award came at a price of $0.00 per share and was issued under WillScot’s 2020 Incentive Award Plan for non-executive directors.

Is the WillScot (WSC) Form 4 transaction a purchase or a compensation grant?

The transaction is a compensation grant, not a market purchase. Michael W. Upchurch received 6,317 restricted shares at $0.00 per share as part of WillScot’s annual compensation program for non-executive directors under the 2020 Incentive Award Plan.

When do the restricted shares granted to the WillScot (WSC) director vest?

The restrictions on the 6,317 restricted shares lapse in full one year from the grant date. This means the award vests completely after one year, subject to the terms and conditions of the 2020 Incentive Award Plan and the related award agreement.

How many WillScot (WSC) shares does Michael W. Upchurch hold after this grant?

After this restricted stock grant, Michael W. Upchurch directly holds 52,169 shares of WillScot common stock. This total includes the newly awarded 6,317 restricted shares reported in the Form 4 insider transaction filing.

What plan governs the restricted stock grant reported for WillScot (WSC)?

The grant was made under the WillScot Holdings Corp 2020 Incentive Award Plan. The footnote states the award is documented in a Restricted Stock Award Agreement and forms part of the issuer’s annual compensation program for non-executive directors.

Does the WillScot (WSC) director pay anything for the restricted stock grant?

No cash payment is indicated for this award. The Form 4 shows a transaction price per share of $0.00 for the 6,317 restricted shares, reflecting that it is a compensation grant rather than an open-market purchase of WillScot common stock.