WillScot Holdings CorpWSC
WillScot Holdings Corp Stock Compensation Disclosure
Stock-Based Compensation
Restricted Stock Awards
The following table summarizes the Company's RSA activity during the years ended December 31, 2025, 2024 and 2023:
| Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| Balance December 31, 2022 | 35,244 | $ | 37.17 | ||||||||
| Granted | 28,946 | $ | 44.44 | ||||||||
| Vested | (35,244) | $ | 37.17 | ||||||||
| Balance December 31, 2023 | 28,946 | $ | 44.44 | ||||||||
| Granted | 36,346 | $ | 38.11 | ||||||||
| Vested | (28,946) | $ | 44.44 | ||||||||
| Balance December 31, 2024 | 36,346 | $ | 38.11 | ||||||||
| Granted | 67,365 | $ | 27.43 | ||||||||
| Vested | (36,346) | $ | 38.11 | ||||||||
| Balance December 31, 2025 | 67,365 | $ | 27.43 | ||||||||
Compensation expense for RSAs recognized in SG&A expense in the consolidated statements of operations was $1.7 million, $1.3 million, and $1.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025, unrecognized compensation cost related to RSAs totaled $0.8 million and was expected to be recognized over the remaining weighted average vesting period of 0.5 years. The total fair value of RSA's vested in 2025, 2024, and 2023 was $1.0 million, $1.1 million, and $1.6 million, respectively.
Time-Based RSUs
The following table summarizes the Company's Time-Based RSU activity during the years ended December 31, 2025, 2024 and 2023:
| Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| Balance December 31, 2022 | 789,779 | $ | 26.16 | ||||||||
| Granted | 213,388 | $ | 50.74 | ||||||||
| Forfeited | (61,848) | $ | 36.75 | ||||||||
| Vested | (322,483) | $ | 21.38 | ||||||||
| Balance December 31, 2023 | 618,836 | $ | 36.07 | ||||||||
| Granted | 273,524 | $ | 48.68 | ||||||||
| Forfeited | (45,544) | $ | 46.58 | ||||||||
| Vested | (270,164) | $ | 30.41 | ||||||||
| Balance December 31, 2024 | 576,652 | $ | 43.87 | ||||||||
| Granted | 677,853 | $ | 31.08 | ||||||||
| Forfeited | (79,752) | $ | 39.65 | ||||||||
| Vested | (242,578) | $ | 39.79 | ||||||||
| Balance December 31, 2025 | 932,175 | $ | 35.95 | ||||||||
Compensation expense for Time-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $12.7 million, $10.2 million, and $8.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025, unrecognized compensation cost related to Time-Based RSUs totaled $19.8 million and was expected to be recognized over the remaining weighted average vesting period of 2.3 years. The total fair value of Time-Based RSU's vested in 2025, 2024, and 2023 was $8.1 million, $12.4 million, and $16.2 million, respectively.
Performance-Based RSUs
The following table summarizes the Company's Performance-Based RSU award activity during the years ended December 31, 2025 and 2024 and 2023:
| Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| Balance December 31, 2022 | 1,894,250 | $ | 33.67 | ||||||||
| Granted | 376,826 | $ | 69.52 | ||||||||
| Forfeited | (37,451) | $ | 47.52 | ||||||||
Vested(a) | (293,934) | $ | 16.34 | ||||||||
| Balance December 31, 2023 | 1,939,691 | $ | 42.95 | ||||||||
| Granted | 295,833 | $ | 66.60 | ||||||||
| Forfeited | (62,074) | $ | 63.46 | ||||||||
Vested(a) | (404,990) | $ | 39.30 | ||||||||
| Balance December 31, 2024 | 1,768,460 | $ | 47.02 | ||||||||
| Granted | 406,265 | $ | 44.16 | ||||||||
| Forfeited | (52,781) | $ | 55.24 | ||||||||
Vested(a) | (932,958) | $ | 38.35 | ||||||||
| Balance December 31, 2025 | 1,188,986 | $ | 52.49 | ||||||||
(a) The Performance-Based RSUs vested at a weighted average of 84% of target, or 782,083 shares, 191% of target, or 773,115 shares, and 150% of target, or 440,904 shares, during the years ended December 31, 2025, 2024, and 2023, respectively.
Compensation expense for Performance-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $23.3 million, $24.5 million, and $24.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025, unrecognized compensation cost related to Performance-Based RSUs totaled $14.2 million and was expected to be recognized over the remaining weighted average vesting period of one year. The total fair value of Performance-Based RSU's vested in 2025, 2024, and 2023 was $21.4 million, $36.3 million, and $15.0 million, respectively. Refer to Note 1 for the details of conditions required for the Performance-Based RSUs to vest.
Stock Options
The following table summarizes the Company's stock option activity during the years ended December 31, 2025, 2024 and 2023:
| WillScot Options | Weighted-Average Exercise Price per Share | Converted Mobile Mini Options | Weighted-Average Exercise Price per Share | ||||||||||||||||||||
| Balance at December 31, 2022 | 534,188 | $ | 13.60 | 864,276 | $ | 12.91 | |||||||||||||||||
| Exercised | — | $ | — | (35,030) | $ | 14.21 | |||||||||||||||||
| Balance at December 31, 2023 | 534,188 | $ | 13.60 | 829,246 | $ | 12.86 | |||||||||||||||||
| Exercised | — | $ | — | (14,357) | $ | 17.59 | |||||||||||||||||
| Balance at December 31, 2024 | 534,188 | $ | 13.60 | 814,889 | $ | 12.77 | |||||||||||||||||
| Forfeited | — | $ | — | (2) | $ | 13.54 | |||||||||||||||||
| Granted | 220,000 | $ | 23.39 | — | $ | — | |||||||||||||||||
| Exercised | — | $ | — | (804,003) | $ | 12.77 | |||||||||||||||||
| Balance at December 31, 2025 | 754,188 | $ | 16.46 | 10,884 | $ | 13.08 | |||||||||||||||||
Fully vested and exercisable options, December 31, 2025 | 534,188 | $ | 13.60 | 10,884 | $ | 13.08 | |||||||||||||||||
Under our stock option plans, the Company may issue shares on a net basis at the request of the option holder. This occurs by netting the option costs in shares from the shares exercised. The Company granted 220,000 stock options in the year ended December 31, 2025. No stock options were granted in the years ended December 31, 2024 and 2023.
At December 31, 2025, the intrinsic value of stock options outstanding was $1.9 million, and the intrinsic value of stock options fully vested and exercisable was $2.9 million. At December 31, 2025, the weighted-average remaining contractual term of options fully vested and exercisable was 2.2 years for WillScot options and 2.3 years for converted Mobile Mini options. The weighted-average remaining contractual term of all outstanding WillScot options was 4.4 years. The total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $12.0 million, $0.4 million, and $1.1 million, respectively.
Compensation expense for stock options recognized in SG&A expense in the consolidated statement of operations was $0.8 million for the year ended December 31, 2025. At December 31, 2025, unrecognized compensation cost related to stock options totaled $2.0 million and was expected to be recognized over the remaining weighted average vesting period of 2.1 years.
The fair value of each stock option award granted during the year ended December 31, 2025 was estimated on the grant date using the Black-Scholes option-pricing model. The assumptions are listed in the table below.
| Assumptions | |||||
| Expected volatility | 45% - 46% | ||||
| Expected dividend | 1.20 | % | |||
| Risk-free rate | 3.69% - 3.76% | ||||
| Expected term (in years) | 5.75 - 6.00 | ||||
| Exercise price | $ | 23.39 | |||
| Weighted-average grant date fair value | $ | 10.28 | |||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.