Sec Form 4 Filing - Soultz Bradley Lee @ WillScot Holdings Corp - 2025-03-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Soultz Bradley Lee 2. Issuer Name and Ticker or Trading Symbol WillScot Holdings Corp [ WSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 4646 E. VAN BUREN STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2025 (Street) PHOENIX, AZ85008 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/10/2025 P 10,000 A $ 28.74 138,817 D Common Stock 406,376 I By Bradley L. Soultz Irrevocable Trust Common Stock 179,225 I By Ellen M. Soultz Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) < /td> Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) ( 2 ) ( 2 ) Common Stock 84,435 84,435 D Performance Stock Units ( 3 ) ( 4 ) ( 4 ) Common Stock 528,732 528,732 D Stock Options (right to buy) $ 13.6 ( 5 ) 03/20/2028 Common Stock 408,497 408,497 I By Ellen M Soultz Irrevocable Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Soultz Bradley Lee 4646 E. VAN BUREN STREET SUITE 400 PHOENIX, AZ85008 X Chief Executive Officer Signatures /s/ Hezron T. Lopez as Attorney-in-Fact 03/10/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The Reporting Person was granted RSUs pursuant to an Amended and Restated Employment Agreement, by and between the Issuer and the Reporting Person dated as of September 7, 2021. The RSUs vested in three equal installments on each of the first three anniversaries of the grant date, subject to the terms and conditions of the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Restricted Stock Unit Agreement entered into by and between the Reporting Person and the Issuer. ( 3 )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. ( 4 )The Reporting Person was granted PSUs pursuant to a Performance-Based Restrictive Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU 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, subject to the terms and conditions of the Plan and the Performance-Based RSU Agreement. ( 5 )The stock options (the "Options") reported on this Form 4 represent the right upon vesting to buy shares of the Issuer's 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 March 20, 2018 (the "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 Award Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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