FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Boswell Timothy D
(Last) (First) (Middle)
6400 E MCDOWELL RD., 3RD FLOOR
(Street)
SCOTTSDALE AZ 85257
(City) (State) (Zip)
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)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/01/2026   M   233,334 A (1) 251,009 D  
Common Stock 07/01/2026   F   97,651 D $ 27.36 153,358 D  
Common Stock               295,862 I By EAB 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (1) 07/01/2026   M     233,334 (2)   (3)   (3) Common Stock 233,334 $ 0 153,434 D  
Stock Options (right to buy) $ 13.6               (4) 03/20/2028 Common Stock 125,691   125,691 D  
Stock Options (right to buy) $ 23.39               (5) 09/04/2035 Common Stock 100,000   100,000 D  
Stock Options (right to buy) $ 18.83               (6) 01/01/2036 Common Stock 100,000   100,000 D  
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
Steven Gary Shullaw as Attorney-in-Fact 07/06/2026
** Signature of Reporting Person Date
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).
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