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): November 9, 2026 (November 6, 2026 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The | ||||||||
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 8.01 | Other Events | ||||
Williams Scotsman, Inc. (“WSI”) and certain other subsidiaries of WillScot Holdings Corporation are parties to an ABL Credit Agreement, dated as of July 1, 2020 (as amended through a seventh amendment, dated October 16, 2025, the “ABL Facility”), by and among WSI, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent and swingline lender. On November 6, 2026, the Company entered into two forward-starting interest rate swap agreements with financial counterparties relating to an aggregate of $300 million in notional amount of variable-rate debt under the ABL Facility. On November 6, 2026, WSI executed an interest rate swap agreement with MUFG Bank, Ltd. that is effective June 30, 2027. The swap has a notional amount of $200 million and provides for WSI to pay an interest rate of 4.3451% and receive a variable interest rate equal to one-month term SOFR, with a maturity date of June 30, 2030. On November 6, 2026, WSI also executed an interest rate swap agreement with Capital One, N.A. that is effective June 30, 2027. The swap has a notional amount of $100 million and provides for WSI to pay an interest rate of 4.3450% and receive a variable interest rate equal to one-month term SOFR, with a maturity date of June 30, 2030. The swap agreements were designated and qualified as hedges of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility.
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) | |||||||
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, hereunto duly authorized.
| WillScot Holdings Corporation | ||||||||
Dated: November 9, 2026 | By: | /s/ S. Gary Shullaw | ||||||
| Name: S. Gary Shullaw | ||||||||
| Title: Senior Vice President, Chief Legal Officer, and Corporate Secretary | ||||||||