Stock-based compensation expense includes grants of stock options, time-based restricted stock units ("Time-Based RSUs"), performance-based restricted stock units ("Performance-Based RSUs," together with Time-Based RSUs, the "RSUs"), and restricted stock awards ("RSAs"). Stock options are valued based on the Black-Scholes option-pricing model. Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price of the award, if any, and the fair market value of WillScot's Common Stock on the grant date.


	Six Months Ended June 30,
	2026			2025
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Outstanding at beginning of period	67,365	$	27.43	36,346	$	38.11
Granted	44,219	$	26.12	64,070	$	27.86
Forfeited	(14,358)	$	27.86	—	$	—
Vested	(49,712)	$	27.86	(32,332)	$	38.20
Outstanding at end of period	47,514	$	25.62	68,084	$	28.42

Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $0.4 million for both the three months ended June 30, 2026 and 2025. Compensation expense for RSAs recognized in SG&A expense was $0.5 million and $0.7 million for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026, unrecognized compensation cost related to RSAs totaled $1.1 million and was expected to be recognized over the remaining weighted average vesting period of 0.9 years.


	Six Months Ended June 30,
	2026			2025
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Outstanding at beginning of period	932,175	$	35.95	576,652	$	43.87
Granted	1,080,919	$	22.53	391,843	$	35.27
Forfeited	(54,548)	$	32.15	(33,936)	$	41.25
Vested	(243,830)	$	41.09	(240,020)	$	39.90
Outstanding at end of period	1,714,716	$	26.88	694,539	$	40.52

Compensation expense for Time-Based RSUs recognized in SG&A expense was $4.4 million and $2.6 million for the three months ended June 30, 2026 and 2025, respectively. Compensation expense for Time-Based RSUs recognized in SG&A expense was $8.0 million and $5.1 million for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026, unrecognized compensation cost related to Time-Based RSUs totaled $34.4 million and was expected to be recognized over the remaining weighted average vesting period of 2.4 years.

For 88,771 Time-Based RSUs granted in February 2026, the awards cliff vest after three years. All other outstanding Time-Based RSUs vest ratably over periods ranging from one year to four years.

The following table summarizes the Company's Performance-Based RSU activity for the six months ended June 30, 2026 and 2025:


	Six Months Ended June 30,
	2026			2025
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Outstanding at beginning of period	1,188,986	$	52.49	1,768,460	$	47.02
Granted	331,112	$	26.89	406,265	$	44.16
Forfeited	(41,581)	$	47.59	(30,955)	$	55.52
Vested(a)	(314,086)	$	69.52	(620,326)	$	43.18
Outstanding at end of period	1,164,431	$	40.79	1,523,444	$	47.65

(a) The Performance-Based RSUs vested at a weighted average of 0% of target, or 0 shares, and 78% of target, or 482,083 shares, during the six months ended June 30, 2026 and 2025, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense was $2.9 million and $5.3 million for the three months ended June 30, 2026 and 2025, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A expense was $5.9 million and $10.9 million for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026, unrecognized compensation cost related to unvested Performance-Based RSUs, assuming maximum attainment of performance-based metrics, totaled $27.9 million, which would be recognized over the remaining weighted average vesting period of 1.4 years.

For 274,410 Performance-Based RSUs granted in February 2026, the awards cliff vest based on the achievement of performance-based conditions over the vesting period of three years. At the end of each fiscal year during the vesting period, the target number of RSUs may be adjusted from 0% to 300% based on the Company's level of attainment of performance measures, including financial return metrics such as Revenue, Return on Invested Capital and Adjusted Free Cash Flow, as defined by the Company's Compensation Committee.

For 56,702 Performance-Based RSUs granted in February 2026, the awards cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in the S&P SmallCap 600 Index over the vesting period of three years. The target number of RSUs may be adjusted from 0% to 300% based on the TSR attainment levels defined by the Company's Compensation Committee at the end of each measurement period during the vesting period. The grant date fair value of the TSR Performance-Based RSUs was determined using a Monte Carlo simulation model.

For 243,158 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over a performance period of 4.8 years. The target number of RSUs may be adjusted from 0 to 583,334 based on the stock price attainment levels defined by the Company's Compensation Committee. The 243,159 RSU target payout is tied to a stock price of $47.50, with a payout ranging from 0 RSUs (for a stock price less than $42.50) to 583,334 RSUs (for a stock price of $60.00 or greater).

All other outstanding Performance-Based RSUs cliff vest based on achievement of the relative TSR of the Company's Common Stock as compared to the TSR of the constituents in the S&P MidCap 400 Index over the vesting period of three years. The target number of RSUs may be adjusted from 0% to 200% based on the TSR attainment levels defined by the Company's Compensation Committee.


	Six Months Ended June 30, 2026
	WillScot Options	Weighted-Average Exercise Price per Share		Converted Mobile Mini Options	Weighted-Average Exercise Price per Share
Outstanding at beginning of period	754,188	$	16.46	10,884	$	13.08
Granted	100,000	$	18.83	—	$	—

Exercised	—	$	—	(10,884)	$	13.08
Outstanding at end of period	854,188	$	16.74	—	$	—

Fully vested and exercisable at end of period	534,188	$	13.60	—	$	—


	Six Months Ended June 30, 2025
	WillScot Options	Weighted-Average Exercise Price per Share		Converted Mobile Mini Options	Weighted-Average Exercise Price per Share
Outstanding at beginning of period	534,188	$	13.60	814,889	$	12.77
Exercised	—	$	—	(786,204)	$	12.77
Outstanding at end of period	534,188	$	13.60	28,685	$	12.86

Fully vested and exercisable at end of period	534,188	$	13.60	28,685	$	12.86

At June 30, 2026, the intrinsic value of stock options outstanding was $10.4 million, and the intrinsic value of stock options fully vested and exercisable was $8.2 million. At June 30, 2026, the weighted-average remaining contractual term of options fully vested and exercisable was 1.7 years. The weighted-average remaining contractual term of all outstanding options was 4.6 years.

Compensation expense for stock options recognized in SG&A expense was $0.3 million for the three months ended June 30, 2026 and $0.6 million for the six months ended June 30, 2026. At June 30, 2026, unrecognized compensation cost related to stock options totaled $2.1 million and was expected to be recognized over the remaining weighted average vesting period of 1.9 years.

The fair value of each stock option award granted during the six months ended June 30, 2026 was estimated on the grant date using the Black-Scholes option-pricing model. The assumptions are listed in the table below.


	Assumptions
Expected volatility	46.30		%
Expected dividend	1.50		%
Risk-free rate	3.84		%
Expected term	6.0 years
Exercise price	$	18.83
Weighted-average grant date fair value	$	8.09