McGrath RentCorp (NASDAQ: MGRC) CEO converts RSUs into stock, with tax disposals

Rhea-AI Filing Summary

McGrath RentCorp President and CEO Joseph F. Hanna reported equity compensation-related transactions involving restricted stock units (RSUs) and common stock. On February 23–24, 2026, he acquired multiple blocks of common shares through RSU conversions at a stated price of $0.00 per share.

On those same dates, he disposed of 7,920 and 15,939 shares of common stock in transactions coded as tax-withholding dispositions at prices of $113.07 and $114.48 per share. Following these transactions, he held 167,749 shares of McGrath RentCorp common stock directly.

Footnotes explain that RSUs generally vest 33% in each of the first two years and 34% in the third year, include a performance-based vesting component over a three-year performance period, and that certain vested performance-based RSUs convert into 159.21% of one share of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HANNA JOSEPH F

(Last) (First) (Middle)

C/O MCGRATH RENTCORP

5700 LAS POSITAS ROAD

(Street)

LIVERMORE CA 94551

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MCGRATH RENTCORP [ MGRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		M		8,807	A	$0	162,444	D
Common Stock	02/23/2026		F		7,920	D	$113.07	154,524	D
Common Stock	02/24/2026		M		3,197	A	$0	157,721	D
Common Stock	02/24/2026		M		25,967(4)	A	$0	183,688	D
Common Stock	02/24/2026		F		15,939	D	$114.48	167,749	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0	02/23/2026		M			8,807	(1)	02/23/2031	Common Stock	8,807	$0	8,807	D
Restricted Stock Unit	$0	02/24/2026		M			3,197	(1)	02/24/2030	Common Stock	3,197	$0	0	D
Restricted Stock Unit	$0	02/24/2026		M			16,310	(2)(3)	02/24/2030	Common Stock	16,310	$0	0	D

Explanation of Responses:

1. The restricted stock unit shall vest 33% on the first annual anniversary of the grant; 33% on the second annual anniversary of the grant; and 34% on the third annual anniversary of the grant. Each restricted stock unit represents a right to receive one share of common stock or an amount equal to the fair market value of the common stock underlying the unit on the vesting date.

2. The RSUs are subject to a performance based vesting component at the end of a three-year performance period.

3. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on February 24, 2026 and therefore such date is determined to be the date exercisable.

4. Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 159.21% of one share of McGrath RentCorp common stock.

	Gilda Malek, POA for Joseph Hanna	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MGRC CEO Joseph F. Hanna report on this Form 4?

Joseph F. Hanna reported acquiring McGrath RentCorp common stock via restricted stock unit conversions and disposing of shares to cover tax withholding obligations. These transactions occurred on February 23–24, 2026, and were reported as derivative exercises and tax-withholding dispositions rather than open-market buys or sells.

How many MGRC shares did the CEO dispose of for tax withholding and at what prices?

The CEO disposed of 7,920 and 15,939 McGrath RentCorp common shares in tax-withholding transactions. These dispositions were reported at prices of $113.07 and $114.48 per share, respectively, to satisfy tax liabilities related to the vesting and conversion of restricted stock units into common stock.

How many MGRC shares does CEO Joseph F. Hanna own after these Form 4 transactions?

After the reported transactions, Joseph F. Hanna directly owns 167,749 shares of McGrath RentCorp common stock. This figure reflects his holdings following both the restricted stock unit conversions into common shares and the separate share dispositions made to satisfy related tax withholding obligations.

What is the vesting schedule for the McGrath RentCorp restricted stock units reported?

The restricted stock units vest 33% on the first anniversary of the grant, 33% on the second anniversary, and 34% on the third anniversary. Each vested RSU represents the right to receive one share of McGrath RentCorp common stock or its fair market value on the vesting date.

Are any of the MGRC restricted stock units subject to performance-based vesting?

Yes. Certain McGrath RentCorp RSUs are subject to a performance-based vesting component measured over a three-year performance period. For these awards, each vested RSU converts into 159.21% of one share of common stock, increasing the number of shares received upon successful performance.

How was the conversion price for the McGrath RentCorp RSUs determined?

The conversion price of the restricted stock units was based on the closing price of McGrath RentCorp common stock on February 24, 2026. This date is therefore treated as the date the RSUs became exercisable, aligning the conversion value with that specific market closing price.