WillScot Holdings (WSC) director logs RSU conversions and tax share dispositions

Rhea-AI Filing Summary

WillScot Holdings Corp director Bradley Lee Soultz reported several equity award-related transactions in the company’s stock. On February 24, 2026, he acquired shares of common stock through the exercise or conversion of restricted stock units and performance units, with no cash exercise price reported. On the same date, shares of common stock were disposed of under code “F” at prices of $22.81 and $23.73 per share to satisfy exercise price or tax withholding obligations. Earlier, on December 11, 2025, 50,000 shares of common stock were transferred for no consideration to the Ellen M. Soultz Irrevocable Trust, reflecting only a change in the form of beneficial ownership, and additional indirect holdings are reported in the Bradley L. Soultz 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^*

Soultz Bradley Lee

(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)
12/11/2025

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	12/11/2025		J(1)		50,000	D	(1)	78,304(1)	D
Common Stock	12/11/2025		J(1)		50,000	A	(1)	244,225(1)	I	By Ellen M. Soultz Irrevocable Trust
Common Stock	02/24/2026		M		6,933	A	(2)	309,482	D
Common Stock	02/24/2026		F		2,416	D	$22.81	307,066	D
Common Stock	02/24/2026		M		6,651	A	(2)	313,717	D
Common Stock	02/24/2026		F		1,965	D	$23.73	311,752	D
Common Stock	02/24/2026		M		9,569	A	(2)	321,321	D
Common Stock	02/24/2026		F		2,880	D	$23.73	318,441	D
Common Stock								418,376	I	By Bradley L. Soultz 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	(2)	02/22/2026		M			6,933	(3)	(3)	Common Stock	6,933	$0	48,873	D
Restricted Stock Units	(2)	02/24/2026		M			6,651	(4)	(4)	Common Stock	6,651	$0	42,222	D
Restricted Stock Units	(2)	02/24/2026		M			9,569	(5)	(5)	Common Stock	9,569	$0	32,653	D

Explanation of Responses:

1. The Reporting Person transferred 50,000 shares of common stock to the Ellen M. Soultz Irrevocable Trust, for no consideration. This transfer reflects only a change in the form of beneficial ownership of the reporting person without changing the reporting person's pecuniary interest in such shares, and the transfer is exempt from reporting under Rule 16a-13 under the Securities and Exchange Act of 1934, as amended.

2. 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.

3. On February 22, 2024, the Reporting Person was granted a target number of 64,708 PSUs which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P 400 Index at the grant date over the performance of three years subject to the terms and conditions of the previously disclosed WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

4. On February 24, 2023, the Reporting Person was granted 62,081 PSUs which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P 400 Index at the grant date over the performance of three years subject to the terms and conditions of the previously disclosed WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

5. On February 24, 2025, the Reporting Person was granted a target number of 89,311 PSUs which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P 400 Index at the grant date over the performance of three years subject to the terms and conditions of the previously disclosed Plan and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

	Peter D. Fetzer as Attorney-in-Fact	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Bradley Lee Soultz report for WillScot Holdings (WSC)?

Bradley Lee Soultz reported equity award-related activity, including exercises of restricted stock units into common stock and dispositions coded “F” to cover tax or exercise obligations. He also reported a prior transfer of 50,000 shares to an irrevocable trust for no consideration, changing only beneficial ownership form.

Were any of Bradley Lee Soultz’s WillScot (WSC) transactions open-market buys or sells?

The reported activity involves derivative exercises (code M) and tax-withholding dispositions (code F), not open-market buys or sells. Shares delivered under code F satisfy exercise price or tax liabilities, while exercises convert restricted or performance stock units into common shares without a stated cash exercise price.

How many WillScot (WSC) shares were used for tax withholding in the latest Form 4?

Soultz reported three tax-related dispositions of common stock under code F: 2,416 shares at $22.81 per share and 1,965 and 2,880 shares at $23.73 per share. These transactions are identified as payments of exercise price or tax liabilities by delivering securities.

What is the significance of the 50,000 WillScot (WSC) shares transferred to the Ellen M. Soultz Irrevocable Trust?

The Form 4 notes a transfer of 50,000 common shares to the Ellen M. Soultz Irrevocable Trust for no consideration. According to the footnote, this represents only a change in the form of beneficial ownership and does not change Soultz’s pecuniary interest in those shares.

How are restricted stock units (RSUs) described in Bradley Soultz’s WillScot (WSC) filing?

Each time-based restricted stock unit is described as a contingent right to receive, upon vesting, one share of WillScot common stock or its cash equivalent. This language clarifies that RSUs convert into value only when vesting conditions specified in the company’s incentive plan are satisfied.

What performance stock units (PSUs) grants are referenced in the WillScot (WSC) Form 4 footnotes?

Footnotes describe PSU grants on February 22, 2024, February 24, 2023, and February 24, 2025. Each grant vests based on relative total stockholder return versus the S&P 400 Index over a three-year period under the company’s 2020 Incentive Award Plan and related agreements.