Soultz Bradley Lee 4/A
4/A · WillScot Holdings Corp · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
WillScot (WSC) Director Bradley Soultz Exercises PSUs, Withholds Shares
What Happened
- Bradley Lee Soultz, a director of WillScot Holdings Corp. (WSC), had performance- and time-based equity awards convert to common stock in February 2026 and transferred 50,000 shares to an irrevocable trust on December 11, 2025.
- On Feb 22 and Feb 24, 2026, a total of 23,153 shares were issued on conversion/exercise of derivative awards (PSUs/RSUs). To satisfy tax obligations, 7,261 of those shares were withheld and disposed, generating approximately $170,080 in value (three withholdings: $55,109, $46,629 and $68,342). The Dec 11, 2025 transfer of 50,000 shares to the Ellen M. Soultz Irrevocable Trust was for no consideration and reported as a change in form of ownership (exempt under Rule 16a-13).
Key Details
- Transaction dates: Dec 11, 2025 (50,000-share transfer to trust); Feb 22 & Feb 24, 2026 (award conversions and tax withholdings).
- Award conversions (codes M): 6,933; 6,651; and 9,569 shares (total 23,153). Reported conversion price shown as $0.00 (derivative conversion/vesting).
- Tax withholding (code F): 2,416 shares at $22.81 ($55,109); 1,965 shares at $23.73 ($46,629); 2,880 shares at $23.73 ($68,342) — total withheld ≈ $170,080 and 7,261 shares.
- Other (code J): Transfer of 50,000 shares to Ellen M. Soultz Irrevocable Trust — no consideration, no change in economic interest per footnote.
- Shares owned after transactions: filing was amended to correct Table I (beneficial ownership); the corrected total is not summarized here.
- Filing status: This is an amended Form 4 (filed Feb 27, 2026) to correct the amount of securities beneficially owned in Table I.
Context
- These were award conversions/vests (performance- and time-based PSUs/RSUs), not open-market purchases or discretionary sales. The withheld shares indicate a cashless tax-withholding method commonly used when equity awards vest.
- The Dec 2025 transfer to a family trust is a change in ownership form and, per the footnote, does not necessarily reflect a change in the insider’s economic interest.
- Transaction codes: M = exercise/conversion of derivative (vesting), F = payment of exercise price/tax liability (share withholding), J = other acquisition/disposition (transfer to trust).
No inference about the director’s market view should be drawn from routine vesting, tax withholdings, or transfers to a trust.
Insider Transaction Report
Form 4/AAmended
Soultz Bradley Lee
Director
Transactions
- Other
Common Stock
[F1][F2]2025-12-11−50,000→ 302,549 total - Other
Common Stock
[F1]2025-12-11+50,000→ 244,225 total(indirect: By Trust) - Exercise/Conversion
Common Stock
[F3]2026-02-24+6,933→ 309,482 total - Tax Payment
Common Stock
2026-02-24$22.81/sh−2,416$55,109→ 307,066 total - Exercise/Conversion
Common Stock
[F3]2026-02-24+6,651→ 313,717 total - Tax Payment
Common Stock
2026-02-24$23.73/sh−1,965$46,629→ 311,752 total - Exercise/Conversion
Common Stock
[F3]2026-02-24+9,569→ 321,321 total - Tax Payment
Common Stock
2026-02-24$23.73/sh−2,880$68,342→ 318,441 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-02-22−6,933→ 48,873 total→ Common Stock (6,933 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5]2026-02-24−6,651→ 42,222 total→ Common Stock (6,651 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6]2026-02-24−9,569→ 32,653 total→ Common Stock (9,569 underlying)
Holdings
- 418,376(indirect: By Trust)
Common Stock
Footnotes (6)
- [F1]The Reporting Person transferred 50,000 shares of common stock to the Ellen M. Soultz Irrevocable Trust, for no consideration. This transfer reflects only a change in the form of beneficial ownership of the reporting person without changing the reporting person's pecuniary interest in such shares, and the transfer is exempt from reporting under Rule 16a-13 under the Securities and Exchange Act of 1934, as amended.
- [F2]Filing solely to correct the Amount of Securities Beneficially Owned in Table I in this filing,
- [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]On February 22, 2024, the Reporting Person was granted a target number of 64,708 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 WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.
- [F5]On February 24, 2023, the Reporting Person was granted 62,081 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 WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.
- [F6]On February 24, 2025, the Reporting Person was granted a target number of 89,311 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.
Signature
Peter D. Fetzer as Attorney-in-Fact|2026-02-27