Boswell Timothy D 4
4 · WillScot Holdings Corp · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
WillScot (WSC) CEO Timothy Boswell Receives Awards & Exercises Options
What Happened
- Timothy D. Boswell, President & CEO and a director of WillScot Holdings Corp (WSC), exercised or converted derivatives totaling 7,338 shares on Feb 24, 2026 and was granted equity awards: 35,952 time‑based RSUs and a target of 83,888 performance‑based PSUs.
- To satisfy tax and/or exercise obligations, 3,337 shares were transferred/withheld (reported as dispositions under code F) at $23.73 per share, generating $79,187 in value. Some exercised/converted shares appear to have been net‑settled or otherwise used to cover taxes/exercise costs (entries show $0 cash paid for certain derivative dispositions).
- Transaction codes: M = exercise/conversion of derivatives; F = payment of exercise price or tax liability; A = grant/award.
Key Details
- Transaction date: February 24, 2026 (Form 4 filed Feb 26, 2026 — timely).
- Option exercises/conversions reported: 2,660 and 4,678 shares (total 7,338).
- Tax/exercise withholding dispositions: 1,131 shares ($26,839) and 2,206 shares ($52,348) — total 3,337 shares withheld for $79,187 at $23.73/share.
- New awards: 35,952 RSUs (vest annually over 3 years per footnote) and 83,888 PSUs (performance‑based, target amount).
- Footnotes: RSUs/PSUs convert to common stock upon vesting (or cash equivalent). Prior grants (2023, 2025) and option award terms are summarized in the filing (see F1–F8). One footnote (F2) notes certain transfers to a trust exempt from Section 16 under Rule 16a‑13.
- Shares owned after the transactions are not shown in the provided excerpt of the filing.
Context
- This was primarily an awards/grant event plus conversion/exercise of derivatives. The withholding of 3,337 shares to cover taxes/exercise costs is routine and does not by itself indicate buying or selling conviction.
- The 83,888 PSUs are performance‑contingent — actual shares received will depend on achieving company performance goals and applicable vesting schedules.
- For retail investors, awards increase potential future dilution when/if they vest; exercises with net‑share withholding are common mechanics to cover tax/exercise obligations and are not the same as an open‑market sale.
Insider Transaction Report
Form 4
Boswell Timothy D
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-24+2,660→ 14,125 total - Tax Payment
Common Stock
2026-02-24$23.73/sh−1,131$26,839→ 12,994 total - Exercise/Conversion
Common Stock
[F1]2026-02-24+4,678→ 17,672 total - Tax Payment
Common Stock
2026-02-24$23.73/sh−2,206$52,348→ 15,466 total - Exercise/Conversion
Restricted Stock Units
[F1][F3]2026-02-24−2,660→ 30,721 total→ Common Stock (2,660 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-02-24−4,678→ 26,043 total→ Common Stock (4,678 underlying) - Award
Restricted Stock Units
[F1][F5]2026-02-24+35,952→ 61,995 total→ Common Stock (35,952 underlying) - Award
Performance Stock Units
[F6][F7]2026-02-24+83,888→ 396,592 total→ Common Stock (83,888 underlying)
Holdings
- 295,862(indirect: By Trust)
Common Stock
[F2] - 125,691
Stock Options (right to buy)
[F8]Exercise: $13.60Exp: 2028-03-20→ Common Stock (125,691 underlying)
Footnotes (8)
- [F1]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.
- [F2]Reflects the transfer of shares to the trust in a transaction exempt from Section 16 pursuant to Rule 16a-13.?
- [F3]On February 24, 2023, the Reporting Person was granted 10,642 RSUs which vest in four equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the previously disclosed Plan and the Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.
- [F4]On February 24, 2025, the Reporting Person was granted 18,713 RSUs which vest annually in four equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.
- [F5]On February 24, 2026, the Reporting Person was granted 35,952 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 Agreement entered into between the Issuer and the Reporting Person.
- [F6]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.
- [F7]On February 24, 2026, the Reporting Person was granted a target number of 83,888 PSUs which vest based on the achievement of certain company specific performance metrics.
- [F8]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.
Signature
Peter D. Fetzer as Attorney-in-Fact|2026-02-26