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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): July 22, 2025 (July 19, 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.) |
4646 E Van Buren
St., Suite 400
Phoenix, Arizona 85008
(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))
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 Market |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In early June of this
year, WillScot Holdings Corporation (the “Company”) elected to relocate the responsibilities of the principal accounting
officer from Baltimore, Maryland to its headquarters in Phoenix, Arizona. Relatedly, on July 19, 2025, it entered into a Separation
and Release Agreement (the “Agreement”) with Sally Shanks, who is based in Baltimore and currently serving as the Company’s
current Chief Accounting Officer. The Agreement supersedes Ms. Shanks’s employment offer letter dated as of March 18, 2019.
Under the Agreement,
Ms. Shanks is expected to continue to serve as Chief Accounting Officer until August 15, 2025 (the “Separation Date”).
Upon her Separation Date and consistent with Ms. Shanks’s employment offer letter, the Company will (i) pay the severance
and provide the benefits consistent with a good reason leaver and (ii) provide continued vesting of Ms. Shanks’s outstanding
equity awards through May 15, 2026.
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) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
WILLSCOT HOLDINGS CORPORATION |
|
|
|
By: |
/s/ Hezron Timothy Lopez |
|
Name: |
Hezron Timothy Lopez |
|
Title: |
Executive Vice President, Chief Legal & Compliance Officer & ESG |
Date: July 22, 2025