Boswell Timothy D 4

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.