UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 8.22, 2025 (~~November~~December 2818, 2025)

WILLSCOT HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-37552	82-3430194
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6400 E McDowell Road, Suite 300

Scottsdale, Arizona 85257

(Address, including zip code, of principal executive offices)

(480) 894-6311

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	WSC	The Nasdaq Capital Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0205 ~~Departure~~Costs ofAssociated ~~Directors~~with Exit or ~~Certain~~Disposal ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Activities

OnNetwork Optimization December 8, 2025, WillScot Holdings Corporation (the “Company”) announced that it appointed Carisa Bianchi, age 49, as Senior Vice President, Chief Accounting Officer of the Company, effective January 12, 2026. Initiative

~~Ms. Bianchi brings over 25 years~~ As of ~~progressive~~September ~~leadership experience in finance and operations~~30, ~~and recently served as Vice President~~2025, ~~Global~~WillScot ~~Corporate~~Holdings ~~Controller~~Corporation ~~of Insight Enterprises, Inc.~~ (~~NASDAQ:~~"the ~~NSIT~~Company"), operated a ~~global~~branch ~~software~~network ~~and~~consisting ~~technology~~of ~~solutions~~approximately ~~integrator,~~400 ~~from August 2024 through December 2025~~physical properties, ~~and~~of aswhich ~~Vice~~260 ~~President,~~locations ~~North~~were ~~America~~considered ~~Controller~~branch ~~from~~locations ~~December 2018 through August 2024. Prior to joining Insight Enterprises, she served in various technical accounting~~ and ~~controller~~the ~~roles~~rest atwere ~~Amkor~~considered ~~Technology,~~drop ~~Inc~~lots. ~~(NASDAQ:~~Real ~~AMKR),~~estate ~~one~~leases offor ~~the~~branch locations ~~world’s~~are ~~largest~~typically ~~providers~~under oflong-term ~~semiconductor~~contracts ~~packaging and test services, from January 2011 through November 2018. Before~~ that, ~~Ms.~~may ~~Bianchi~~include ~~was~~initial aterms ~~Director~~of infive ~~KPMG’s~~to ~~transaction~~ten ~~accounting~~years ~~services~~with ~~practice.~~one ~~Ms.~~or ~~Bianchi~~two isfive-year aextensions, whereas ~~Certified~~non-branch ~~Public~~locations ~~Accountant~~used ~~and~~for ~~holds~~unit astorage ~~Bachelor~~often ofhave ~~Accounting~~shorter ~~degree~~contractual ~~from Northern Arizona University~~terms.

~~In connection with Ms. Bianchi’s appointment~~This year, following the ~~Company~~integration ~~entered~~of ~~into~~its anmodular ~~offer~~and ~~letter~~storage ~~with~~field ~~Ms.~~operations ~~Bianchi providing for base annual compensation; eligibility for participation~~ in 2024, the Company’s ~~short-term~~evaluated ~~incentive~~its ~~plan;~~real ~~eligibility~~estate tofootprint on ~~receive an annual long-term equity incentive award;~~ a ~~one~~property-~~time~~by-property ~~award~~basis ofto ~~restricted~~opportunistically ~~stock~~reduce ~~units~~overall ~~with~~real aestate ~~target~~costs ~~value~~while ofmaintaining ~~$150,000~~market tocoverage beas ~~issued~~noted in ~~2026~~the third asquarter ~~part~~2025 offinancial ~~the~~results ~~Company’s~~press ~~annual~~release ~~grant process;~~ and aincluded ~~one-time~~on ~~cash~~Form ~~sign~~10-onQ ~~award~~for ofthe ~~$50,000,~~period ~~subject~~ended toSeptember ~~repayment~~30, ~~if Ms~~2025. ~~Bianchi’s~~To ~~employment~~exit ~~ends~~certain real ~~within~~estate ~~one~~positions, ~~year~~the asCompany adisposed ~~result~~ of acertain ~~voluntary~~rental ~~separation~~fleet orunits, with a ~~termination~~primary ~~for~~focus ~~gross~~on ~~misconduct. Ms.~~long ~~Bianchi~~idle, ~~will~~non-standard, ~~serve~~or ashigher repair ~~the~~cost ~~Company’s~~units, ~~principal~~while ~~accounting~~maintaining ~~officer~~adequate ~~commencing~~idle infleet ~~the~~to ~~quarter~~meet ofprojected ~~her start; however, Mr~~demand. ~~Mathew~~During T.the ~~Jacobsen~~eleven ~~shall~~months beended ~~designated~~November ~~the~~30, ~~principal~~2025, rental ~~accounting~~equipment ~~officer~~identified for ~~purposes~~disposal ofwas ~~filing~~depreciated ~~the~~to ~~Company’s~~its ~~upcoming~~salvage ~~2025~~value, ~~10-K,~~resulting ~~which~~in ~~covers~~approximately a$41 ~~period~~million ~~prior~~of toincremental rental ~~Ms.~~equipment ~~Bianchi’s start date~~depreciation.

During December of 2025, the Company finalized a plan for a multi-year network optimization initiative ("the Network Optimization Plan") based on a robust, strategic analysis, identifying additional real estate locations for exit. Exiting those locations necessitates the disposal of certain rental equipment.

On December 18, 2025, the Company's Board of Directors approved the Network Optimization Plan as a restructuring plan involving exiting approximately 725 acres of leased real estate over the next four years, representing 115 branch and drop lot locations and approximately 25% of the Company's leased acreage, and abandoning rental fleet units with a net book value of up to $315 million (before consideration of approximately $8 million in scrap proceeds) to enable these exits. Management has identified rental fleet units with a net book value of $311 million to be abandoned, representing approximately 51,000 units (approximately 30,000 portable storage units and 21,000 modular space units), concentrated on long idle, non-standard, or higher repair cost units. The Company believes these actions will reduce expected annual real estate cost increases over the next four years by approximately $25 million to $30 million, leave adequate idle fleet to meet future projected demand, and maintain all market coverage and customer service capabilities.

Significant costs associated with the Network Optimization Plan include non-cash accelerated depreciation of approximately $303 million (after consideration of scrap proceeds of approximately $8 million) recorded in the fourth quarter of 2025 and unit disposal costs requiring future cash expenditures estimated to be approximately $40 million to $50 million recorded in future periods as the units are disposed through 2029. The Company anticipates incurring net cash costs of approximately $20 million in 2026 and believes these actions will be accretive to profitability in 2027 and beyond. The Company anticipates incurring other costs associated with the real estate exits but does not expect them to be material. Both the accelerated depreciation and disposal costs will be reported as restructuring costs as a component of the Company’s other operating expenses.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words “estimates,” “expects,” “anticipates,” “believes,” “forecasts,” “plans,” “intends,” “may,” “will,” “should,” “shall,” and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature and relate to expectations for future financial performance or business strategies or objectives. Certain of these forward-looking statements include statements relating to our restructuring activities under the Network Optimization Plan and the timing thereof, including costs and charges related to the real estate exits and fleet disposals described under Item 2.05, including the amount and timing of such charges. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance that any such forward-looking statement will materialize. Important factors that may affect actual results or outcomes include, among others, industry, global, economic, and other conditions. These forward-looking statements are also subject to the risks and uncertainties described in the periodic reports we file from time to time (including our Form 10-K for the year ended December 31, 2024), which are available through the SEC's EDGAR system at sec.gov and on our website. Any forward-looking statement speaks only at the date on which it is made, and the Company undertakes no obligation, and disclaims any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		WillScot Holdings Corporation		~~WillScot Holdings Corporation~~
		By:	/s/ Hezron Timothy Lopez	~~By:~~	~~/s/ Hezron Timothy Lopez~~
Dated:	December 22, 2025		~~December~~Name: 8,Hezron ~~2025~~Timothy Lopez		~~Name: Hezron Timothy Lopez~~
			Title: Executive Vice President, Chief Legal & Compliance Officer & ESG		~~Title: Executive Vice President, Chief Legal & Compliance Officer & ESG~~

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