McGrath RentCorp (MGRC) strategy chief reports RSU vesting and tax-share dispositions

Rhea-AI Filing Summary

McGrath RentCorp Chief Strategy Officer Kristina Van Trease reported multiple equity compensation transactions involving restricted stock units (RSUs) and common stock. On February 23–24, 2026, she acquired common shares through exercises/conversions of RSUs, both directly and through her spouse’s holdings.

Several transactions used code M, indicating derivative exercises/conversions of RSUs into common stock at a stated price of $0.0000 per share. Other transactions used code F, where common shares were disposed of to satisfy tax withholding obligations at prices of $114.48 and $113.07 per share.

Footnotes explain that some RSUs vest over three years, some include a performance-based vesting component over a three-year performance period, and certain vested RSUs convert into 159.21% of one share of McGrath RentCorp common stock. RSUs were valued using the closing stock price on February 24, 2026 for conversion purposes.

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^*

VAN TREASE KRISTINA

(Last) (First) (Middle)

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)
	Chief Strategy Officer

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		933(4)	A	$0	7,627	D
Common Stock	02/23/2026		F		837	D	$113.07	6,790	D
Common Stock	02/24/2026		M		511	A	$0	7,301	D
Common Stock	02/24/2026		M		2,436	A	$0	9,737	D
Common Stock	02/24/2026		F		1,582(4)	D	$114.48	8,155	D
Common Stock	02/23/2026		M		587	A	$0	3,400	I	Spouse's Holding
Common Stock	02/23/2026		F		532	D	$113.07	2,868	I	Spouse's Holding
Common Stock	02/24/2026		M		354	A	$0	3,222	I	Spouse's Holding
Common Stock	02/24/2026		M		1,688(4)	A	$0	4,910	I	Spouse's Holding
Common Stock	02/24/2026		F		1,109	D	$114.48	3,801	I	Spouse's Holding

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			933	(1)	02/23/2031	Common Stock	933	$0	934	D
Restricted Stock Unit	$0	02/24/2026		M			511	(1)	02/24/2030	Common Stock	511	$0	0	D
Restricted Stock Unit	$0	02/24/2026		M			1,530	(2)(3)	02/24/2030	Common Stock	1,530	$0	0	D
Restricted Stock Unit	$0	02/23/2026		M			587	(1)	02/23/2031	Common Stock	587	$0	587	I	Spouse's Holding
Restricted Stock Unit	$0	02/24/2026		M			354	(1)	02/24/2030	Common Stock	354	$0	0	I	Spouse's Holding
Restricted Stock Unit	$0	02/24/2026		M			1,060	(2)(3)	02/24/2030	Common Stock	1,060	$0	0	I	Spouse's Holding

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 Kristina Van Trease Whitney	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What did MGRC Chief Strategy Officer Kristina Van Trease report on this Form 4?

Kristina Van Trease reported equity compensation activity involving restricted stock units (RSUs) and common stock. She exercised RSUs into common shares and had some shares withheld to cover tax liabilities, including transactions through her spouse’s holdings.

Were the MGRC Form 4 transactions open-market buys or sells?

The transactions were RSU exercises and tax-withholding dispositions, not open-market trades. Code M entries show RSUs converting into common stock, while code F entries reflect shares delivered to satisfy tax obligations at specified per-share prices.

What prices were used for the MGRC tax-withholding share dispositions?

Common shares used to satisfy tax obligations were valued at $114.48 and $113.07 per share. These prices applied to code F transactions where stock was delivered instead of cash to cover exercise price or tax liability.

How do the MGRC restricted stock units vest for Kristina Van Trease?

Some RSUs vest 33%, 33%, and 34% on the first, second, and third anniversaries of grant. Other RSUs have a performance-based vesting component measured over a three-year performance period, determined by company results at the end of that period.

What does the 159.21% conversion rate mean for MGRC RSUs?

A specific performance-based RSU award converts so each vested RSU becomes 159.21% of one common share. This means the number of common shares received on vesting is higher than a one-for-one ratio, as described in the footnote for these performance RSUs.

How were MGRC RSUs valued for conversion on February 24, 2026?

The conversion price for certain RSUs was based on the closing price of McGrath RentCorp common stock on February 24, 2026. That closing price determined the date these RSUs were considered exercisable for reporting and valuation purposes.