RSU vesting and tax share withholding at McGrath RentCorp (NASDAQ: MGRC)

Rhea-AI Filing Summary

McGrath RentCorp VP and Division Manager John P. Skenesky reported multiple equity compensation transactions involving restricted stock units (RSUs) and common stock. On February 23 and 24, 2026, several RSU awards were converted into shares of common stock at a conversion price based on the closing price on February 24, 2026.

On these dates, RSU exercises resulted in acquisitions of common stock, including 800 shares on February 23 and additional blocks such as 2,293 shares on February 24. Separate transactions coded "F" show dispositions of 355 and 677 shares of common stock to satisfy tax withholding obligations, not open-market sales.

Footnotes explain that time-based RSUs vest 33% after the first and second anniversaries of grant and 34% after the third, with each RSU delivering one share or its cash equivalent on vesting. Certain RSUs carry a performance-based component over a three-year period, where each vested RSU converts into 159.21% of one share of McGrath RentCorp 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^*

Skenesky John P

(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)
	VP and Division Manager

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		800	A	$0	9,492	D
Common Stock	02/23/2026		F		355	D	$113.07	9,137	D
Common Stock	02/24/2026		M		481	A	$0	9,618	D
Common Stock	02/24/2026		M		2,293(4)	A	$0	11,911	D
Common Stock	02/24/2026		F		677	D	$114.48	11,234	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			800	(1)	02/23/2031	Common Stock	800	$0	801	D
Restricted Stock Unit	$0	02/24/2026		M			481	(1)	02/24/2030	Common Stock	481	$0	0	D
Restricted Stock Unit	$0	02/24/2026		M			1,440	(2)(3)	02/24/2030	Common Stock	1,440	$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 John Skenesky	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MGRC VP John P. Skenesky report?

John P. Skenesky reported RSU exercises converting into McGrath RentCorp common stock on February 23 and 24, 2026. He also reported share dispositions coded “F,” representing stock withheld to cover tax obligations related to these equity awards, rather than open-market sales.

How do the McGrath RentCorp RSUs reported by Skenesky vest?

The time-based RSUs vest 33% on the first anniversary of grant, 33% on the second, and 34% on the third. Each vested RSU gives the right to receive one share of common stock or cash equal to its fair market value on the vesting date.

What is the performance-based component of MGRC RSUs in this Form 4?

Some RSUs are subject to a performance-based vesting component measured over a three-year performance period. For those awards, each vested RSU converts into 159.21% of one McGrath RentCorp common share, increasing the number of shares delivered if performance targets are achieved.

Were the MGRC share dispositions reported by Skenesky open-market sales?

No, the dispositions coded “F” represent shares delivered to pay tax liabilities or exercise costs. These tax-withholding transactions, at per-share prices of 113.07 and 114.48, are not open-market sales but administrative withholdings tied to RSU vesting events.

What share prices were used for MGRC tax-withholding transactions?

The tax-withholding share dispositions used prices of 113.07 and 114.48 per share of McGrath RentCorp common stock. These amounts reflect the values applied to satisfy tax obligations when RSUs vested and converted into common shares in February 2026.

How is the MGRC RSU conversion price determined for these awards?

The conversion price for the RSUs was based on the closing price of McGrath RentCorp common stock on February 24, 2026. That date is therefore treated as the exercisable date for these RSUs when converting them into shares of common stock.