Boswell Timothy D 4
4 · WillScot Holdings Corp · Filed Jul 6, 2026
Research Summary
AI-generated summary of this filing
WillScot (WSC) CEO Timothy Boswell Receives RSUs, Withholds Shares
What Happened
- Timothy D. Boswell — President & CEO and Director of WillScot Holdings (WSC) — had 233,334 performance-based restricted stock units (RSUs) convert into common shares on July 1, 2026.
- To cover tax liabilities from the vesting, 97,651 shares were surrendered/withheld at $27.36 per share, generating $2,671,731. The filing also shows the conversion/settlement of the 233,334 RSUs into shares (derivative conversion entries).
Key Details
- Transaction date: July 1, 2026; Form 4 filed July 6, 2026. (July 3, 2026 was observed holiday; filing appears timely.)
- RSUs vested/converted: 233,334 shares.
- Shares withheld for taxes: 97,651 shares at $27.36 = $2,671,731.
- Shares owned after transaction: not specified in this Form 4.
- Relevant footnotes:
- F1–F3: These were performance-based RSUs granted under a 2021 agreement; actual payout depends on multi-year share-price targets ($42.50–$60.00) measured over specified 60-day periods. The cumulative number earned vested and became unrestricted on July 1, 2026.
- F4–F6: The filing also describes prior option grants (2018, 2025, 2026) and their vesting schedules, but those options were not exercised in this reported transaction.
- Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = shares surrendered/withheld to pay tax liability.
Context
- This was a routine vesting of performance RSUs and a standard tax-withholding event, not an open‑market sale. The withholding reduces the net number of new shares received by the CEO but does not indicate a discretionary sale for cash proceeds beyond tax obligations.
Insider Transaction Report
Form 4
Boswell Timothy D
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-07-01+233,334→ 251,009 total - Tax Payment
Common Stock
2026-07-01$27.36/sh−97,651$2,671,731→ 153,358 total - Exercise/Conversion
Performance Stock Units
[F1][F2][F3]2026-07-01−233,334→ 153,434 total→ Common Stock (233,334 underlying)
Holdings
- 295,862(indirect: By Trust)
Common Stock
- 125,691
Stock Options (right to buy)
[F4]Exercise: $13.60Exp: 2028-03-20→ Common Stock (125,691 underlying) - 100,000
Stock Options (right to buy)
[F5]Exercise: $23.39Exp: 2035-09-04→ Common Stock (100,000 underlying) - 100,000
Stock Options (right to buy)
[F6]Exercise: $18.83Exp: 2036-01-01→ Common Stock (100,000 underlying)
Footnotes (6)
- [F1]Each performance-based restricted stock unit represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share (the "Common Stock"), or its cash equivalent.
- [F2]Timothy Boswell (the "Reporting Person") was granted a target number of 243,158 restricted stock units pursuant to the Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement"). The actual number of restricted stock units that shall vest and become unrestricted may range from 0 to 583,334 restricted stock units based on criteria described in footnote 3 to this Form 4.
- [F3]Pursuant to the Performance-Based RSU Agreement, the target number of restricted stock units reported here vest upon the Common Stock achieving certain 60-day average closing prices, measured as of the 60 consecutive trading days immediately following the date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed (the "Measurement Periods"). The actual number of restricted stock units that shall be granted is cumulative and may vary according to achievement of agreed upon Share Price targets ranging from $42.50 to $60.00 during each annual Measurement Period, pursuant to the Performance-Based RSU Agreement. The cumulative number of restricted stock units earned vested and became unrestricted on July 1, 2026.
- [F4]These stock options (any such options, granted pursuant to one of the Issuer's stock option plans, collectively, referred to as "Options"), represent the right upon vesting to buy shares of Common Stock pursuant to the terms and conditions of the applicable stock option plan (the Issuer's stock option plans, collectively, referred to as the "Plan") and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 20, 2018 (the "2018 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 the 2018 Award Agreement.
- [F5]These Options represent the right upon vesting to buy shares of the 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 September 4, 2025 (the "2025 Award Agreement"). The Options vest in equal installments on each of the first three anniversaries of the grant date subject to the terms and conditions of the Plan and the 2025 Award Agreement.
- [F6]These Options represent the right upon vesting to buy shares of the 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 January 1, 2026 (the "2026 Award Agreement"). The Options vest in equal installments on each of the first three anniversaries of the grant date subject to the terms and conditions of the Plan and the 2026 Award Agreement.
Signature
Steven Gary Shullaw as Attorney-in-Fact|2026-07-06