Form 4: WillScot CEO Soultz Reports Equity Transactions

WillScot Holdings Corp. CEO Bradley Soultz reported the acquisition of restricted stock, exercise of performance stock units, and disposition of shares for tax purposes on December 31, 2025.

Summary

• Bradley Lee Soultz, Chief Executive Officer and Director of WillScot Holdings Corp. (WSC), reported several equity transactions on December 31, 2025.
• Acquired 3,295 shares of common stock as restricted stock, granted under the 2020 Incentive Award Plan as part of the annual compensation program, with restrictions lapsing one year from the grant date.
• Exercised 300,000 performance stock units (PSUs), which converted into common stock. These PSUs were granted on September 7, 2021, and vested based on the company's relative total stockholder return (TSR) compared to the S&P Mid Cap 400 Index.
• Disposed of 79,050 shares of common stock at a price of $18.83 per share, likely to cover tax withholding obligations related to the vesting and exercise of equity awards.
• Following these transactions, direct beneficial ownership stands at 352,549 shares.
• Indirect beneficial ownership includes 194,225 shares held by the Ellen M. Soultz Irrevocable Trust and 418,376 shares by the Bradley L. Soultz Irrevocable Trust.
• Also holds 528,732 Restricted Stock Units (RSUs) and 408,497 stock options indirectly through the Ellen M. Soultz Irrevocable Trust.

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions related to executive compensation, including the vesting and exercise of equity awards and subsequent tax-related sales. The CEO's direct beneficial ownership increased after accounting for the disposition for tax purposes, which is generally a neutral to slightly positive signal.

Positives

• Acquired 3,295 shares of common stock as restricted stock, indicating ongoing equity participation in executive compensation.
• Successfully vested and exercised 300,000 performance stock units, demonstrating achievement of performance targets (relative TSR).
• Increased direct beneficial ownership of common stock to 352,549 shares after the reported transactions.

Negatives

• Disposed of 79,050 shares of common stock at $18.83 per share, which represents a reduction in direct holdings, although this is a common practice for tax withholding related to equity award vesting.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Management Comments

• Restricted stock granted pursuant to the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan and a Restricted Stock Award Agreement between the Issuer and Mr. Soultz. These shares comprise a part of the Issuer's annual compensation program for executive directors and, subject to the terms and conditions of such plan and award agreement, the restrictions on these shares lapse in full one year from the grant date. Mr. Soultz's annual compensation has been pro-rated for his service during the remainder of the 2024/2025 annual term.
• Each performance-based restricted stock unit ('PSU') 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.
• The Reporting Person was granted PSUs pursuant to a Performance-Based Restrictive Stock Unit Agreement... Portions of the PSUs vest 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 Mid Cap 400 Index at the grant date over a specified measurement period...

Industry Context

This Form 4 filing details routine insider equity transactions related to executive compensation and does not provide information on broader industry trends or competitive landscape.

Related Party Transactions

• Indirect beneficial ownership of 194,225 shares of common stock and 408,497 stock options through the Ellen M. Soultz Irrevocable Trust.
• Indirect beneficial ownership of 418,376 shares of common stock through the Bradley L. Soultz Irrevocable Trust.

Stakeholder Impact

• Shareholders: The transactions reflect standard executive compensation practices and the CEO's continued equity alignment with the company's performance.
• Employees: No direct impact on employees beyond the executive compensation structure.

Next Steps

• Restrictions on the newly acquired 3,295 shares of restricted stock are expected to lapse in full one year from the grant date.

Key Dates

Recommendation

The Form 4 details routine equity compensation transactions for the CEO, including the vesting of performance stock units and restricted stock, and a subsequent disposition of shares to cover tax obligations. These are standard events and do not indicate a material change in the company's fundamentals or the CEO's long-term commitment, thus a 'hold' recommendation is appropriate.

Keywords

WillScot Holdings Corp, WSC, Bradley Soultz, SEC Form 4, Insider Trading, Equity Compensation, Restricted Stock, Performance Stock Units, Stock Options