McGrath RentCorp (MGRC) COO logs RSU conversions and tax share dispositions

Rhea-AI Filing Summary

MCGRATH RENTCORP Chief Operating Officer Philip B. Hawkins reported vesting and conversion of restricted stock units into common shares, along with share dispositions to cover taxes. On February 23–24, 2026, he acquired common stock through derivative exercises, including 1,333 and 3,136-share conversions, at a stated conversion price of $0.00 per share. Some of the resulting shares, including 702 and 1,038 shares at prices of $113.07 and $114.48, were withheld as tax-payment dispositions. Footnotes explain that the RSUs vest over three years, include a performance-based component, and that vested performance RSUs convert at 159.21% of one common share.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hawkins Philip B

(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 Operating 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		1,333	A	$0	4,483	D
Common Stock	02/23/2026		F		702	D	$113.07	3,781	D
Common Stock	02/24/2026		M		657	A	$0	4,438	D
Common Stock	02/24/2026		M		3,136(4)	A	$0	7,574	D
Common Stock	02/24/2026		F		1,038	D	$114.48	6,536	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			1,333	(1)	02/23/2031	Common Stock	1,333	$0	1,334	D
Restricted Stock Unit	$0	02/24/2026		M			657	(1)	02/24/2030	Common Stock	657	$0	0	D
Restricted Stock Unit	$0	02/24/2026		M			1,970	(2)(3)	02/24/2030	Common Stock	1,970	$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 Philip B. Hawkins	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did MGRC executive Philip B. Hawkins report?

Philip B. Hawkins reported RSU vesting and related common share transactions. He exercised restricted stock units into common stock on February 23–24, 2026, and some of the resulting shares were disposed of to satisfy tax-withholding obligations tied to those equity awards.

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

The Form 4 shows RSU exercises and tax-withholding dispositions, not open-market trades. Transactions coded "M" reflect derivative exercises, while code "F" represents shares delivered to cover tax liabilities arising from the vesting and conversion of restricted stock unit awards.

How do the McGrath RentCorp RSUs reported by Hawkins vest over time?

The restricted stock units vest 33% on the first anniversary, 33% on the second, and 34% on the third. Each unit represents a right to one share of common stock or its fair market value on the vesting date, subject to plan terms and conditions.

What performance-based feature applies to Hawkins’ MGRC RSUs?

Some RSUs include a performance-based vesting component over a three-year performance period. At vesting, each such RSU converts into 159.21% of one McGrath RentCorp common share, reflecting achievement of specified performance criteria described in the award’s governing terms.

How was the conversion price for the MGRC RSUs determined?

The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on February 24, 2026. That closing price establishes the date the RSUs became exercisable, aligning the award’s valuation with the market price on that specific date.

How many MGRC shares were used for tax-withholding in this Form 4?

The filing shows 702 common shares at $113.07 and 1,038 common shares at $114.48 disposed under code "F". This code indicates shares were delivered to pay tax liabilities triggered by the vesting and conversion of restricted stock unit awards, not open-market selling.