WillScot Holdings Corp 10-Q

ITEM 5. Other Information During the three months ended September 30, 2024, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. The Company’s proxy statement for its 2024 annual meeting of stockholders inadvertently provided incorrect dates for the submission of director nominations pursuant to the advance notice provision of the Company’s Amended and Restated Bylaws. The proxy statement should have stated that director nominations submitted pursuant to the advance notice provision must be received at the office of the Corporate Secretary no earlier than February 7, 2025, and no later than March 9, 2025. Notice of a nomination must also comply with requirements set forth in the Bylaws. 43 ITEM 6. Exhibits Exhibit No. Exhibit Description 10.1 Termination Agreement, dated as of September 17, 2024, by and among WillScot Holdings Corporation, Brunello Merger Sub I, Inc., Brunello Merger Sub II, LLC and McGrath RentCorp (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed September 18, 2024) 31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. * Filed herewith ** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act 44 Signature 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 thereunto duly authorized. WillScot Holdings Corporation By: /s/ TIMOTHY D. BOSWELL Dated: October 30, 2024 Timothy D. Boswell President & Chief Financial Officer (Principal Financial Officer and Duly Authorized Signing Officer) 45