Soultz Bradley Lee 4/A

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.