SEC Filing | Investor Relations | WillScot Holdings Corporation

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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 Estimated average burden hours per response: 0.5
	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* Gorcyca Felicia (Last) (First) (Middle) 6400 E MCDOWELL RD., 3RD FLOOR (Street) SCOTTSDALE AZ 85257 (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) Director 10% Owner Officer (give title below) Other (specify below) Chief Human Resources Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/24/2026
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) 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	02/24/2026		M		1,594	A	(1)	3,173	D
Common Stock	02/24/2026		F		505	D	$23.73	2,668	D

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)	02/24/2026		M			1,594	(2)	(2)	Common Stock	1,594	$0	7,096	D
Restricted Stock Units	(1)	02/24/2026		A		33,289		(3)	(3)	Common Stock	33,289	$0	40,385	D
Restricted Stock Units	(1)	02/24/2026		A		9,987		(4)	(4)	Common Stock	9,987	$0	50,372	D
Performance Stock Units	(5)	02/24/2026		A		23,302		(6)	(6)	Common Stock	23,302	$0	67,774	D

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 February 24, 2025, the Reporting Person was granted a target number of 25,517 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 S&P 400 Index at the grant date over the performance of three years subject to the terms and conditions of the previously disclosed Plan and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person. The target number of PSUs granted on February 24, 2025, is comprised of two tranches: (i) PSUs granted to the Reporting Person for her 2025 annual long-term equity award incentive and (ii) PSUs granted to the Reporting Person for the second half of her executive new hire bonus pursuant to the terms and conditions of the previously disclosed Employment Agreement between the Issuer and the Reporting Person.

3. On February 24, 2026, the Reporting Person was granted 33,289 RSUs which will cliff vest at the end of the third year anniversary of the grant date subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person.

4. On February 24, 2026, the Reporting Person was granted 9,987 RSUs which vest annually 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 Award Agreement entered into between the Issuer and the Reporting Person.

5. 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.

6. On February 24, 2026, the Reporting Person was granted a target number of 23,302 PSUs which vest based on the achievement of certain company specific performance metrics.

	Peter D. Fetzer as Attorney-in-Fact	02/26/2026
	** 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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