WillScot Holdings Corp — Director's Dealing 2024

Nov 19, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Holdings Corp (WSC)
CIK: 0001647088
Period of Report: 2024-11-15

Reporting Person: Boswell Timothy D (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-15	Common Stock	P	5000	$34.2638	Acquired	5000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	271706	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (31821)	31821	Direct
Performance Stock Units	$		Common Stock (329336)	329336	Direct
Stock Options (right to buy)	$13.6	2028-03-20	Common Stock (125691)	125691	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $34.1695 to $34.3600. The Reporting Person undertakes to provide to WillScot Holdings Corporation, any security holder of WillScot Holdings Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range in this footnote (1) to this Form 4.

F2: The Reporting Person made a transfer to an irrevocable trust, of which immediate family members of the Reporting Person are the sole trustees. The transfer was exempt from reporting pursuant to Rule 16a-13.

F3: 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.

F4: The Reporting Person was granted RSUs which vest annually in four equal installments on each of the first four anniversaries of the grant date (grant dates were previously reported), subject to the terms and conditions of the previously disclosed WillScot Holdings Corporation 2020 (the "Plan") Incentive Award Plan and the Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

F5: 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.

F6: The Reporting Person was granted a target number of PSUs which vest based 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 Russell 3000 Index at the grant date (grant dates were previously reported) over the performance of three years subject to the terms and conditions of the Plan and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

F7: 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.