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Stock-Based Compensation | 6 Months Ended
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Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense includes grants of stock options, time-based restricted stock units ("Time-Based RSUs") and performance-based restricted stock units ("Performance-Based RSUs," together with Time-Based RSUs, the "RSUs"). In addition, stock-based payments to non-executive directors and employees include grants of restricted stock awards ("RSAs"). Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSU's market condition. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. Restricted Stock Awards The following table summarizes the Company's RSA activity for the six months ended June 30, 2025 and 2024:
| 2025 |  | 2024
| Number of Shares |  | Weighted-Average Grant Date Fair Value |  | Number of Shares |  | Weighted-Average Grant Date Fair Value
Outstanding at beginning of period | 36,346 |  |  | $ | 38.11 |  |  | 28,946 |  |  | $ | 44.44 |
Granted | 64,070 |  |  | $ | 27.86 |  |  | 32,332 |  |  | $ | 38.20 |
Vested | (32,332) |  |  | $ | 38.20 |  |  | (25,483) |  |  | $ | 44.59 |
Outstanding at end of period | 68,084 |  |  | $ | 28.42 |  |  | 35,795 |  |  | $ | 38.69 |
Compensation expense for RSAs recognized in selling, general and administrative ("SG&A") expense on the condensed consolidated statements of operations was $0.4 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively. Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.7 million and $0.6 million for the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, unrecognized compensation cost related to RSAs totaled $1.7 million and was expected to be recognized over the remaining weighted average vesting period of 0.9 years. Time-Based RSUs The following table summarizes the Company's Time-Based RSU activity for the six months ended June 30, 2025 and 2024:
| 2025 |  | 2024
| Number of Shares |  | Weighted-Average Grant Date Fair Value |  | Number of Shares |  | Weighted-Average Grant Date Fair Value
Outstanding at beginning of period | 576,652 |  |  | $ | 43.87 |  |  | 618,836 |  |  | $ | 36.07 |
Granted | 391,843 |  |  | $ | 35.27 |  |  | 273,524 |  |  | $ | 48.68 |
Forfeited | (33,936) |  |  | $ | 41.25 |  |  | (12,906) |  |  | $ | 44.47 |
Vested | (240,020) |  |  | $ | 39.90 |  |  | (223,566) |  |  | $ | 33.31 |
Outstanding at end of period | 694,539 |  |  | $ | 40.52 |  |  | 655,888 |  |  | $ | 42.11 |
Compensation expense for Time-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $2.6 million and $2.7 million for the three months ended June 30, 2025 and 2024, respectively. Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $5.1 million and $5.0 million for the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, unrecognized compensation cost related to Time-Based RSUs totaled $22.5 million and was expected to be recognized over the remaining weighted average vesting period of 2.9 years. Performance-Based RSUs The following table summarizes the Company's Performance-Based RSU award activity for the six months ended June 30, 2025 and 2024:
| 2025 |  | 2024
| Number of Shares |  | Weighted-Average Grant Date Fair Value |  | Number of Shares |  | Weighted-Average Grant Date Fair Value
Outstanding at beginning of period | 1,768,460 |  |  | $ | 47.02 |  |  | 1,939,691 |  |  | $ | 42.95 |
Granted | 406,265 |  |  | $ | 44.16 |  |  | 295,833 |  |  | $ | 66.60 |
Forfeited | (30,955) |  |  | $ | 55.52 |  |  | (9,965) |  |  | $ | 46.18 |
Vested(a) | (620,326) |  |  | $ | 43.18 |  |  | (353,323) |  |  | $ | 39.10 |
Outstanding at end of period | 1,523,444 |  |  | $ | 47.65 |  |  | 1,872,236 |  |  | $ | 47.40 |
(a) The Performance-Based RSUs vested at a weighted average of 78% of target, or 482,083 shares, and 200% of target, or 706,646 shares, during the six months ended June 30, 2025 and 2024, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $5.3 million and $6.6 million for the three months ended June 30, 2025 and 2024, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $10.9 million and $13.1 million for the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, unrecognized compensation cost related to Performance-Based RSUs totaled $30.6 million and was expected to be recognized over the remaining weighted average vesting period of 1.4 years. Certain Performance-Based RSUs 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 MidCap 400 Index at the grant date over the performance 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. The 100% target payout is tied to performance at the 50% percentile, with a payout curve ranging from 0% (for performance less than the 25% percentile) to 200% (for performance above the 85% percentile). For 555,790 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 performance periods of 4.5 years to 4.8 years. The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee. The target payout for the 555,790 Performance-Based RSUs 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 1,333,334 RSUs (for a stock price of $60.00 or greater). Stock Options The following table summarizes the Company's stock option activity for the 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 options, June 30, 2025 | 534,188 |  |  | $ | 13.60 |  |  | 28,685 |  |  | $ | 12.86 |
The following table summarizes the Company's stock option activity for the six months ended June 30, 2024:
| 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 |  |  | 829,246 |  |  | $ | 12.86 |
Exercised | — |  |  | $ | — |  |  | (7,093) |  |  | $ | 17.04 |
Outstanding at end of period | 534,188 |  |  | $ | 13.60 |  |  | 822,153 |  |  | $ | 12.82 |
Fully vested and exercisable options, June 30, 2024 | 534,188 |  |  | $ | 13.60 |  |  | 822,153 |  |  | $ | 12.82 |

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