WillScot (WSC) Insider Filing: 2,558 RSUs Granted, 1,071 Shares Sold

Rhea-AI Filing Summary

Bradley L. Soultz, listed as Chief Executive Officer and a director of WillScot Holdings Corp (WSC), reported changes in beneficial ownership on 09/07/2025. The filing shows 2,558 time-based restricted stock units (RSUs) were recorded as acquired and 1,071 shares of common stock were sold at $23.71, leaving Mr. Soultz with 128,304 shares directly following the transactions. The filing also discloses significant indirect holdings through trusts: 194,225 shares indirectly held by the Ellen M. Soultz Irrevocable Trust and 418,376 shares indirectly held by the Bradley L. Soultz Irrevocable Trust. Reported derivative holdings include 81,877 vested RSUs, 528,732 performance stock units (PSUs) and 408,497 stock options (some held indirectly) with an exercise price of $13.60. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

Positive

• Large long-term incentive positions retained: 528,732 PSUs and 408,497 options remain outstanding, aligning management with shareholder outcomes
• Substantial indirect ownership: 194,225 shares in Ellen M. Soultz Irrevocable Trust and 418,376 shares in Bradley L. Soultz Irrevocable Trust signal continued ownership commitment

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider experienced routine vesting and small open-market sale; retains sizable equity stake and long-term incentives.

The Form 4 documents customary equity compensation activity rather than a change in control or external financing. The reporting person received 2,558 time-based RSUs and recorded a disposition of 1,071 shares at $23.71, leaving 128,304 shares held directly. Material long-term incentives remain: 528,732 PSUs and 408,497 options (exercise price $13.60), plus substantial indirect trust holdings totaling 612,601 shares. From a financial perspective, the filing indicates continued alignment of management with shareholder value through retained PSUs and options, while the small sale likely reflects routine liquidity or tax/administrative needs rather than a strategic shift.

Corporate Governance Expert

TL;DR: Disclosure shows standard executive compensation vesting and trust-held shares; no governance red flags disclosed.

The report provides clear disclosure of direct and indirect holdings and the nature of derivative instruments, including vesting schedules tied to prior grants (notably grants dated September 7, 2021). Significant indirect holdings via irrevocable trusts and large PSU and option positions suggest retention incentives remain intact. The sale of 1,071 shares is disclosed with price information, and the filing is properly signed by an attorney-in-fact. There are no indications of undisclosed related-party transactions or exceptions to Section 16 reporting within the submitted content.

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)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2025

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	09/07/2025		M		2,558	A	(1)	129,375	D
Common Stock	09/07/2025		F		1,071	D	$23.71	128,304	D
Common Stock								194,225	I	By Ellen M. Soultz Irrevocable Trust
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	(1)	09/07/2025		M			2,558	(2)	(2)	Common Stock	2,558	$0	81,877	D
Performance Stock Units	(3)							(4)	(4)	Common Stock	528,732		528,732	D
Stock Options (right to buy)	$13.6							(5)	(5)	Common Stock	408,497		408,497	I	By Ellen M Soultz Irrevocable Trust

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 September 7, 2021, pursuant to the Amended and Restated Employment Agreement, by and between the Issuer and the Reporting Person, dated as of September 7, 2021 (the "A&R Employment Agreement"), the Reporting Person was granted 10,232 RSUs which vested in three equal installments on each of the first three anniversaries of the grant date, subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into by and between the Reporting Person and the Issuer.

3. Each performance-based restricted stock unit ("PSU") 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.

4. The Reporting Person was granted PSUs pursuant to a Performance-Based Restrictive Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement"). Portions of the PSUs vest 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 Mid Cap 400 Index at the grant date over a specified measurement period, subject to the terms and conditions of the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based RSU Agreement.

5. 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 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	09/08/2025
	** 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 transactions did Bradley L. Soultz report on Form 4 for WSC?

He recorded the acquisition of 2,558 RSUs and the sale of 1,071 common shares at $23.71 on 09/07/2025.

How many shares does Bradley L. Soultz directly own after the reported transactions (WSC)?

He owned 128,304 shares directly following the transactions reported on the Form 4.

What derivative and equity awards are disclosed for the WSC reporting person?

The filing discloses 2,558 RSUs (time-based), 528,732 PSUs (performance-based), 81,877 vested RSUs, and 408,497 stock options (exercise price $13.60).

Are there any indirect holdings reported for Bradley L. Soultz in the WSC Form 4?

Yes; 194,225 shares are held indirectly by the Ellen M. Soultz Irrevocable Trust and 418,376 shares by the Bradley L. Soultz Irrevocable Trust.

When was the Form 4 signed and filed for the WSC transactions?

The Form 4 shows the attorney-in-fact signature dated 09/08/2025.