WSC Form 4: Timothy Boswell Receives 100,000 Stock Options, Vesting Over 3 Years

Rhea-AI Filing Summary

Timothy D. Boswell, President & COO of WillScot Holdings Corp (WSC), reported insider option acquisitions on Form 4. On 09/04/2025 Boswell acquired a grant of 100,000 stock options with a $23.39 exercise price tied to an Employment Agreement dated September 3, 2025; those options vest in equal installments on each of the first three anniversaries of the grant date and carry an expiration of 09/04/2035. The filing also records previously awarded nonqualified stock options granted 03/20/2018 with a $13.60 exercise price covering 125,691 shares, vested in equal installments over four years. Following the reported transactions, Boswell beneficially owns 100,000 and 125,691 derivative securities respectively, both held directly.

Insights

Financial Analyst

TL;DR: Insider received a material option grant aligning executive incentives with equity performance; ownership totals are disclosed.

The Form 4 shows a new option grant of 100,000 options at a $23.39 strike tied to an employment agreement, vesting over three years and expiring in 2035, plus existing 125,691 options at a $13.60 strike from 2018. These disclosures are routine compensation-related insider filings but are material for calculating potential dilution and executive alignment. The filing documents direct beneficial ownership of the derivative securities and provides vesting schedules, which are useful for modeling future option exercises and potential share count impact.

Corporate Governance Expert

TL;DR: The filing documents standard equity compensation under an employment agreement and a prior award, with clear vesting terms.

From a governance perspective, the Form 4 provides expected transparency: grant details, exercise prices, vesting schedules, and direct ownership are all stated. The new Employment Agreement grant and the earlier nonqualified award are described with their vesting mechanics. The filing is procedural and compliant in format and content; it enables stakeholders to track insider incentives and timing of potential exercises without raising immediate governance red flags based on the disclosed text alone.

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)

4646 E. VAN BUREN STREET

SUITE 400

(Street)

PHOENIX AZ 85008

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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

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
Stock Options (right to buy)	$23.39	09/04/2025		A		100,000		(1)	09/04/2035	Common Stock	100,000	$0	100,000	D
Stock Options (right to buy)	$13.6							(2)	03/20/2028	Common Stock	125,691		125,691	D

Explanation of Responses:

1. The stock options (the "Options") reported on this Form 4 represent the right upon vesting to buy shares of the Issuer's 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 vested in equal installments on each of the first three anniversaries of the grant date subject to the terms and conditions of the Plan and Employment Agreement.

2. 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.

	/s/ Hezron T. Lopez as Attorney-in-Fact	09/05/2025
	** 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).
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FAQ

What did WillScot (WSC) executive Timothy D. Boswell report on Form 4?

The Form 4 reports Boswell acquired 100,000 stock options on 09/04/2025 with a $23.39 exercise price and discloses 125,691 existing options from 03/20/2018 at a $13.60 exercise price.

What are the vesting and expiration terms for the 09/04/2025 option grant?

The 100,000 options vest in equal installments on each of the first three anniversaries of the grant date and expire on 09/04/2035.

How many derivative securities does Boswell beneficially own after this filing?

The filing shows Boswell beneficially owns 100,000 derivative securities from the 2025 grant and 125,691 from the 2018 award, both reported as direct ownership.

What exercise prices apply to the reported option awards?

The new grant carries a $23.39 exercise price; the earlier nonqualified award carries a $13.60 exercise price.

Is there an Employment Agreement referenced in the filing?

Yes. The 09/04/2025 options are granted pursuant to the terms of the Plan and an Employment Agreement dated September 3, 2025 between Boswell and the issuer.