[SCHEDULE 13G/A] WillScot Holdings Corporation SEC Filing

Rhea-AI Filing Summary

Vigil Neuroscience, Inc. (VIGL) filed Post-Effective Amendments to four previously effective Form S-8 registration statements. The filing reflects that, as of 5 Aug 2025, Vesper Acquisition Sub Inc.—a wholly owned subsidiary of Sanofi—merged with and into Vigil pursuant to the 21 May 2025 Agreement and Plan of Merger. Vigil survived the transaction as a wholly owned Sanofi subsidiary.

Because the public company no longer exists, Vigil is terminating all offerings under the S-8s and deregistering every share that was registered but remains unissued. The affected S-8s had covered: 3,086,742 shares (A&R 2020 EIP), 3,145,281; 1,781,016; 1,794,235; and 2,044,338 additional shares under the 2021 Plan, 286,127 ESPP shares, plus 330,000 inducement option shares. By filing these amendments, those unsold securities are removed from registration and the S-8s are deemed terminated.

Administrative signatures were provided by Treasurer Michael Tolpa; additional signatures are waived under Rule 478.

Positive

• Merger consummation with Sanofi confirmed, eliminating deal-completion uncertainty.
• Deregistration ends open share overhang, simplifying post-merger capital-markets compliance.

Negative

• None.

Insights

Financial Analyst

TL;DR –> Administrative clean-up: merger closed, S-8 shares removed; no new financial impact.

This filing is a routine post-merger housekeeping step. With Vigil now a Sanofi subsidiary, its equity incentive and ESPP programs cease to exist as standalone plans, so the company must legally deregister any unissued shares. Investors in former VIGL stock already received merger consideration; therefore, today’s amendment creates no incremental economic effect, does not alter deal terms, and carries no forward-looking guidance. The action confirms that the merger consummated on 5 Aug 2025 and finalises SEC compliance. Impact on Sanofi is negligible: the underlying share obligations had already been factored into acquisition accounting.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

WILLSCOT HOLDINGS CORPORATION

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

971378104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 971378104

1

Names of Reporting Persons

Franklin Mutual Advisers, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,965,078.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,248,425.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,248,425.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.4 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: WILLSCOT HOLDINGS CORPORATION
(b)	Address of issuer's principal executive offices: 4646 E Van Buren St., Suite 400, Phoenix, AZ 85008
Item 2.
(a)	Name of person filing: Franklin Mutual Advisers, LLC
(b)	Address or principal business office or, if none, residence: 101 John F. Kennedy Parkway Short Hills, NJ 07078-2789
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 971378104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 6,248,425
(b)	Percent of class: 3.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Franklin Mutual Advisers, LLC: 5,965,078
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: Franklin Mutual Advisers, LLC: 6,248,425
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The clients of Franklin Mutual Advisers, LLC, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Franklin Mutual Advisers, LLC

Signature:	/s/THOMAS C. MANDIA
Name/Title:	Thomas C. Mandia. Assistant Secretary of Franklin Mutual Advisers, LLC
Date:	08/01/2025

Exhibit Information

Exhibit A: Item 4 Ownership The securities reported herein are beneficially owned by one or more open end investment companies or other managed accounts that are investment management clients of Franklin Mutual Advisers, LLC ("FMA"), an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). When an investment management contract (including a sub advisory agreement) delegates to FMA investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FMA as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, FMA reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise noted in this Item 4. As a result for purposes of Rule 13d-3 under the Act, FMA may be deemed to be the beneficial owner of the securities reported in this Schedule 13G. Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by FMA are exercised independently from FRI (FMA's parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than FMA are, collectively, "FRI affiliates"). Furthermore, internal policies and procedures of FMA and FRI affiliates establish informational barriers that prevent the flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FMA and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). However, because FMA exercises voting and investment powers on behalf of its investment management clients independently of FRI affiliates, beneficial ownership of the securities reported by FMA is not attributed to the Principal Shareholders. FMA disclaims any pecuniary interest in any of the securities reported in this Schedule 13G. In addition, the filing of this Schedule 13G on behalf of FMA should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of such securities. Furthermore, FMA believes that it is not a "group" with FRI affiliates, the Principal Shareholders, or their respective affiliates within the meaning of Rule 13d-5 under the Act and that none of them is otherwise required to attribute to any other the beneficial ownership of the securities held by such person or by any persons or entities for whom or for which FMA or the FRI affiliates provide investment management services.

FAQ

Why did Vigil Neuroscience (VIGL) file Post-Effective Amendments on Form S-8?

To deregister all unissued shares from its equity plans now that Vigil has merged into Sanofi and no longer offers securities.

What event triggered the deregistration of VIGL shares?

The 5 Aug 2025 closing of the merger between Vigil Neuroscience and Sanofi’s Vesper Acquisition Sub Inc.

How many shares are affected by the deregistration?

The amendments cover millions of shares, including 3.09 M, 3.15 M, 1.78 M, 1.79 M, 2.04 M and other ESPP/inducement shares that remained unissued.

Does the filing impact holders who already received merger consideration?

No. Former VIGL shareholders were paid at closing; today’s filing is purely administrative.

Will Vigil Neuroscience securities continue trading?

No. Vigil is now a wholly owned subsidiary of Sanofi and its public listings have been terminated.