Document

WHEREAS, in connection with the Company’s succession plan and related thereto, the promotion of the Company’s President and Chief Operating Officer to the position of President and Chief Executive Officer of the Company effective January 1, 2026, Executive and the Company have mutually agreed to the Agreement allowing for his transition from an employee of the Company effective December 31, 2025, to a non-employee member of the Board of Directors of the Company (the “Board”);

WHEREAS, pursuant to Section 9(d) of the Employment Agreement, Executive is entitled to certain pay and benefits, and in consideration of Executive’s continued service to the Company on the Board, the Executive and the Company have mutually agreed to amend Executive’s outstanding equity awards to recognize Executive’s service on the Board; and

1.Termination Date. It is mutually agreed that Executive’s employment with Company will end, and the Employment Agreement will terminate, on December 31, 2025 (the “Termination Date”). Upon the Termination Date, Executive shall resign from all positions or offices he holds with the Company or any of its affiliates, except as provided by Section 3 herein.

During the period from the Effective Date through the Termination Date (the “Transition Period”), the Executive shall (i) continue to devote his full-time and effort to the performance of his duties as Chief Executive Officer of the Company, including required business travel; and (ii) transition his responsibilities to such other person(s) that the Board designates.

2.Severance: Provided Executive remains employed until his Termination Date and if requested by the Company on, or prior to, the Termination Date, executes another release and covenant not to sue agreement following his Termination Date containing provisions similar to those herein, Company agrees to pay or provide Executive the Accrued Benefits (as defined in the Employment Agreement) and the following Severance Benefits as described in Section 9(d) of the Employment Agreement (collectively, the “Severance Benefits”):

Each of the foregoing, as of the Effective Date, is detailed in the attached Exhibit A and Executive confirms that the information on Exhibit A is correct and complete as of the Effective Date. If necessary, the Company shall provide an updated Exhibit A to Executive on (or as soon as practicable following) the Termination Date, to reflect any changes that have occurred between the Effective Date and the Termination Date.

3.Board Membership: For clarity, Executive is not resigning his position as a member of the Company’s Board of Directors (the “Board”) as of the Termination Date. Executive acknowledges that for so long as he continues to serve on the Board, it will be in a non-employee capacity and he will be paid for his services on the Board in accordance with the Company’s policies for Board compensation, including a pro-rated payment for his remaining 2025-2026 term. As further consideration for Executive to enter into this Agreement, the

Company agrees to amend Executive’s Nonqualified Stock Option Award Agreement entered into as of Mar 20, 2018 to provide for the Executive to have 90 days to exercise any vested stock option from the later of (a) the date of termination of Executive’s employment and (y) the last day of Executive’s service as a director on the Board. In no event shall the exercise period be extended beyond the original 10-year term of such stock options. Further, Executive’s outstanding 2023, 2024 and 2025 grant agreements relating to unvested restricted stock units (including performance-based restricted stock units) will be amended to provide for the continued vesting of such awards through March 1, 2028. Except as otherwise provided herein, the Executive’s outstanding equity awards remain subject to the terms and conditions of the governing grant agreements.

a.Executive for himself and on behalf of Executive’s attorneys, heirs, assigns, successors, executors, and administrators, each in their capacity as such, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Company and any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns, each in their capacity as such, from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Executive’s employment by Company or not, which may have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (WARN) Act, the Older Workers Benefit Protection Act, the Arizona Civil Rights Act, as amended, the Arizona Employment Protection Act, as amended, Arizona wage statutes, the Arizona Medical Marijuana Act, or any other municipal, local, state, or federal law, common or statutory, but excluding any claims relating to vested benefits under any Company employee benefit plan (including without limitation any such plan subject to the Employee Retirement Income Security Act of 1974, as amended) and any claims which Executive cannot release as a matter of applicable law.

Without limiting the foregoing, Executive’s release includes any and all existing claims that in any way involve or arise from the employment relationship between Executive and the Company that exist as of the Executive’s execution of this Agreement, even if the facts and/or legal theories supporting those claims are unknown to Executive at this time.

Furthermore, neither this Agreement nor the Employment Agreement shall apply to, modify or in any way supersede obligations arising from any of (i) the terms of directors and officers insurance or (ii) any indemnification agreement for the benefit of the Executive as a result of the Executive’s position as a director or officer of Company

or one of its affiliates. Notwithstanding anything to the contrary in this Agreement, this Agreement does not waive any claims or rights: (x) that may arise after the date on which Executive signs this Agreement, including the right to enforce this Agreement; (y) that cannot be released as a matter of law, including Executive’s rights to COBRA, workers compensation, and unemployment insurance (the application for which shall not be contested by Company); and/or (z) to accrued, vested benefits under any employee benefit, stock, savings, insurance, or pension plan of Company.

b.The Company hereby releases, waives and forever discharges, Executive and his immediate family members, heirs, executors, administrators, trusts, agents, beneficiaries, successors in interest and assignees of and from, any and all claims growing out of, resulting from, or connected in any way to Executive’s employment with the Company and/or Executive’s separation from employment with the Company.

c. As a result of and in connection with the general statements of release of claims above, the parties intend that each party is releasing, waiving and discharging any and all claims and demands, known or unknown, and all manner of action and actions, causes of action, suits, administrative proceedings, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, torts, trespasses, damages, judgments, executions, warranties, claims and demands whatsoever, in law or in equity, which each party ever had or now has or in the future may have against the other party, by reason of any matter, cause or thing whatsoever arising at any time up to the date of the Effective Date of this Agreement.

5.Covenant Not to Sue: Executive also COVENANTS NOT TO SUE, OR OTHERWISE PARTICIPATE IN ANY ACTION OR CLASS ACTION against Company or any of the released parties based upon any of the claims released in this Agreement. Executive acknowledges and agrees that this Agreement may be pled as a complete bar to any action or suit before any court or adjudicative body with respect to any complaint or claim arising under any federal, state, local or other law relating to any possible claim that existed or may have existed as a result of Executive’s employment or termination with the Company.

Notwithstanding the foregoing, Executive shall not be considered in breach of this provision with respect to any of the following: the Executive reports possible violations of law to any government agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, makes other disclosures under the whistleblower provisions of federal or state law or regulation, participates in any action in connection therewith, or receives any monetary awards for any such disclosures or otherwise participates or cooperates in connection with any whistleblower activity protected by law.

Further, nothing in this Agreement is intended to limit or impair in any way Executive’s right to file a charge with the U.S. Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), or any similar, federal, state or local agencies, or Executive’s right to participate in any such charge filed with such agencies and to recover any

appropriate relief in any such action. However, Executive waives any right to any personal recovery in any action or proceeding that may be commenced on Executive’s behalf in any way arising out of or relating to the matters released in this Agreement. This Agreement shall not preclude Executive from bringing a charge or suit to challenge the validity or enforceability of this Agreement under the Age Discrimination in employment Act (29 U.S.C. § 620, et seq.) as amended by the Older Workers Benefit Protection Act.

6.Right to Revoke: Executive may revoke this Agreement by notice to Company, in writing, received within seven (7) days of the date of its execution by Executive (the “Revocation Period”). Executive agrees that Executive will not receive the benefits provided by this Agreement if Executive revokes this Agreement. Executive also acknowledges and agrees that if Company has not received from Executive notice of Executive’s revocation of this Agreement prior to the expiration of the Revocation Period, Executive will have forever waived Executive’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have full force and effect commencing the day after the end of the Revocation Period. Notice of revocation must be delivered in writing to the Company no later than the seventh day of the revocation period to: Hezron Lopez, Executive Vice President, Chief Legal and Compliance Officer and ESG, 6400 E. McDowell Rd., Suite 300, Phoenix, AZ 85258.

7.Acknowledgement: Executive acknowledges and agrees that: (a) except as provided by this Agreement, Executive has no contractual right or claim to the Severance Benefits; (b) payments pursuant to this Agreement shall terminate immediately if Executive materially breaches any of the material provisions of this Agreement or the Employment Agreement; and (c) by provision of this Agreement, Company has satisfied its notice obligations of Section 8(b) of the Employment Agreement.

9.Nondisparagement: Each party agrees that it will not make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the other including, in the case of Company, its employees, directors and stockholders; provided that the foregoing shall not apply to (i) any truthful disclosure made in any legal proceedings; (ii) statements made as required to fulfill the Executive’s duties through the Termination Date and subsequently as a member of the Board or (iii) the reporting of possible violations of law to any government agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal or state law or regulation, or providing cooperation with respect thereto.

with any litigation, administrative or agency proceeding, or other legal proceeding in which it or any of its affiliates is or may become a party; provided, however, that the Company agrees to reimburse Executive for any reasonably, related expenses, including travel expenses approved by the parties, and shall pay the Executive a daily per diem comparable to his base salary on the Termination Date.

11.Acknowledgement of Restrictions; Confidential Information: Executive acknowledges and agrees that Executive has continuing non-competition, non-solicitation and non-disclosure obligations under the Employment Agreement and under certain equity grants that Executive has executed. Executive acknowledges and reaffirms Executive’s obligation to continue to abide fully and completely with all such post-employment provisions and agrees that nothing in this Agreement shall operate to excuse or otherwise relieve Executive of such obligations.

13.Entire Agreement: This Agreement, along with the agreements referenced herein, constitute the entire agreement between the Executive and Company with respect to his termination on the Termination Date, and supersedes all prior and contemporaneous negotiations and agreements, oral or written. This Agreement cannot be changed or terminated except pursuant to a written agreement executed by the parties.

15.Statement of Understanding: By executing this Agreement, Executive acknowledges that (a) Executive has had at least twenty-one (21) days, in accordance with the Age Discrimination in Employment Act, as amended, (the “ADEA”) to consider the terms of this Agreement and has considered its terms for such a period of time or has knowingly and voluntarily waived Executive’s right to do so by executing this Agreement and returning it to Company; (b) Executive has been advised by Company to consult with an attorney regarding the terms of this Agreement; (c) Executive has consulted with, or has had sufficient opportunity to consult with, an attorney of Executive’s own choosing regarding the terms of this Agreement; (d) any and all questions regarding the terms of this Agreement have been asked and answered to Executive’s complete satisfaction; (e) Executive has read this Agreement and fully understands its terms and their import; (f) except as provided by this Agreement, Executive has no contractual right or claim to the benefits and payments described herein; (g) the consideration provided for herein is good and valuable; and (h) Executive is entering into this Agreement voluntarily, of Executive’s own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.


EXECUTIVE	WILLSCOT HOLDINGS CORPORATION

		By:	/s/ Worthing Jackman
/s/ Brad Soultz
Brad Soultz		Name	Worthing Jackman

Date: September 3, 2025		Title:	Chairman of the Board

		Date:	September 3, 2025