[Form 4] WillScot Holdings Corporation Insider Trading Activity

Rhea-AI Filing Summary

WillScot Holdings Corp (WSC) director Jackman Worthing reported new equity awards granted on September 4, 2025. He was granted 51,304 time-based restricted stock units (RSUs) that convert to one share of common stock per RSU upon vesting, which vest in two equal annual installments on the first and second anniversaries of the grant. He was also granted 120,000 stock options with an exercise price of $23.39, exercisable after vesting and expiring on September 4, 2035. Both awards vest in equal installments on the first and second anniversaries of the grant date under the company plan and the applicable agreements. The filing notes Mr. Worthing has two CIK numbers on record but will file going forward under CIK 0001229832.

Positive

• Significant equity alignment: Grants include 51,304 RSUs and 120,000 options which align the director's interests with shareholders through service-based vesting.
• Clear vesting schedule: Both RSUs and options vest in two equal installments on the first and second anniversaries, promoting near-term retention.
• Administrative clarity: Reporting person will consolidate filings under CIK 0001229832 for consistent disclosure.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received standard multi-year equity awards to align interests with shareholders and encourage retention.

The grant of 51,304 RSUs and 120,000 options is consistent with typical director and executive compensation structures designed to promote long-term alignment and retention through multi-year vesting. The two-year, equal-installment vesting schedule ties value realization to continued service. The filing clarifies administrative CIK consolidation which improves future disclosure traceability. No cash amounts or disposals are reported, and no additional material corporate actions are disclosed.

Compensation Analyst

TL;DR: Materiality is modest; awards are equity-based, time-vested, and include a ten-year option term with a $23.39 strike.

The structure combines RSUs (51,304 shares deliverable on vesting) and stock options (120,000 options, $23.39 exercise, expiration 2035). Vesting in equal installments over two years accelerates service-based retention but is shorter than multi-year typical executive schedules. The ten-year option term is standard. The document does not disclose grant-date fair value or rationale, so valuation and expense impact cannot be assessed from this filing 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

OMB APPROVAL

OMB Number:			3235-0287
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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)

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)

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

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
Restricted Stock Units(1)	(2)	09/04/2025		A		51,304		(3)	(3)	Common Stock	51,304	$0	51,304	D
Stock Options (right to buy)(1)	$23.39	09/04/2025		A		120,000		(4)	09/04/2035	Common Stock	120,000	$0	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 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 September 4, 2025, the Reporting Person was granted 51,304 RSUs which vest annually in two equal installments on each of the first and second anniversaries of the grant date subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

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.

	/s/ Hezron 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).
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.

FAQ

What equity awards did WillScot (WSC) director Jackman Worthing receive on 09/04/2025?

He was granted 51,304 restricted stock units (RSUs) and 120,000 stock options on September 4, 2025.

When do Mr. Worthing's RSUs and options vest?

Both the RSUs and the options vest in two equal installments on the first and second anniversaries of the September 4, 2025 grant date.

What is the exercise price and expiration for the options granted to Jackman Worthing?

The stock options have an exercise price of $23.39 and expire on September 4, 2035.

How many shares will Mr. Worthing beneficially own following the reported transactions?

The filing reports 51,304 shares underlying the RSUs and 120,000 shares underlying the options as beneficially owned following the grants.

Will Mr. Worthing use a single CIK for future filings?

Yes. The filing states he will make all future filings using CIK 0001229832.