SEC Form 4 · accession 0000897069-26-001486
WillScot Holdings Corp · WSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy D Boswell
Officer — President & CEO · Director
Period of report
Jul 1, 2026
Accepted (ET)
Jul 6, 2026 · 5:33 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001647088
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 1, 2026 | M | 233,334 | — | A | 251,009 | D | |
| Common Stock | Jul 1, 2026 | F | 97,651 | $27.36 | D | 153,358 | D | |
| Common Stock | holding | — | — | — | 295,862 | I | By EAB Irrevocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF2,F1,F3 | — | Jul 1, 2026 | M | 233,334 | D | — | — | Common Stock | 233,334 | 153,434 | D |
| Stock Options (right to buy)F4 | $13.60 | holding | — | — | — | — | Mar 20, 2028 | Common Stock | 125,691 | 125,691 | D |
| Stock Options (right to buy)F5 | $23.39 | holding | — | — | — | — | Sep 4, 2035 | Common Stock | 100,000 | 100,000 | D |
| Stock Options (right to buy)F6 | $18.83 | holding | — | — | — | — | Jan 1, 2036 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Each performance-based restricted stock unit represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share (the "Common Stock"), or its cash equivalent.
- F2Timothy Boswell (the "Reporting Person") was granted a target number of 243,158 restricted stock units pursuant to the Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement"). The actual number of restricted stock units that shall vest and become unrestricted may range from 0 to 583,334 restricted stock units based on criteria described in footnote 3 to this Form 4.
- F3Pursuant to the Performance-Based RSU Agreement, the target number of restricted stock units reported here vest upon the Common Stock achieving certain 60-day average closing prices, measured as of the 60 consecutive trading days immediately following the date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed (the "Measurement Periods"). The actual number of restricted stock units that shall be granted is cumulative and may vary according to achievement of agreed upon Share Price targets ranging from $42.50 to $60.00 during each annual Measurement Period, pursuant to the Performance-Based RSU Agreement. The cumulative number of restricted stock units earned vested and became unrestricted on July 1, 2026.
- F4These stock options (any such options, granted pursuant to one of the Issuer's stock option plans, collectively, referred to as "Options"), represent the right upon vesting to buy shares of Common Stock pursuant to the terms and conditions of the applicable stock option plan (the Issuer's stock option plans, collectively, referred to as the "Plan") and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 20, 2018 (the "2018 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 the 2018 Award Agreement.
- F5These Options represent the right upon vesting to buy shares of the 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 September 4, 2025 (the "2025 Award Agreement"). The Options vest in equal installments on each of the first three anniversaries of the grant date subject to the terms and conditions of the Plan and the 2025 Award Agreement.
- F6These Options represent the right upon vesting to buy shares of the 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 January 1, 2026 (the "2026 Award Agreement"). The Options vest in equal installments on each of the first three anniversaries of the grant date subject to the terms and conditions of the Plan and the 2026 Award Agreement.