Executive equity moves at McGrath RentCorp (MGRC) show RSU and tax trades

Rhea-AI Filing Summary

McGrath RentCorp senior executive David M. Whitney reported equity award activity involving both him and his spouse. On February 23 and 24, 2026, restricted stock units were exercised or converted into shares of common stock in multiple transactions, some held directly and others as spouse’s holdings.

Common shares were also withheld in several transactions coded “F” at prices of $113.07 and $114.48 per share to cover tax liabilities, which is a tax-withholding disposition rather than an open-market sale. Footnotes explain that the restricted stock units generally vest over three years, with 33%, 33%, and 34% vesting on successive anniversaries, and some RSUs include a performance-based vesting component over a three-year period.

For certain performance-based RSUs, each vested unit converts into 159.21% of one share of McGrath RentCorp common stock, increasing the number of shares delivered when performance targets are met.

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

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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^*

Whitney David M

(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)
	SVP, Chief Accounting 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		587	A	$0	3,400	D
Common Stock	02/23/2026		F		532	D	$113.07	2,868	D
Common Stock	02/24/2026		M		354	A	$0	3,222	D
Common Stock	02/24/2026		M		1,688(4)	A	$0	4,910	D
Common Stock	02/24/2026		F		1,109	D	$114.48	3,801	D
Common Stock	02/23/2026		M		933	A	$0	7,627	I	Spouse's Holding
Common Stock	02/23/2026		F		837	D	$113.07	6,790	I	Spouse's Holding
Common Stock	02/24/2026		M		511	A	$0	7,301	I	Spouse's Holding
Common Stock	02/24/2026		M		2,436(4)	A	$0	9,737	I	Spouse's Holding
Common Stock	02/24/2026		F		1,582	D	$114.48	8,155	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			587	(1)	02/23/2031	Common Stock	587	$0	587	D
Restricted Stock Unit	$0	02/24/2026		M			354	(1)	02/24/2030	Common Stock	354	$0	0	D
Restricted Stock Unit	$0	02/24/2026		M			1,060	(2)(3)	02/24/2030	Common Stock	1,060	$0	0	D
Restricted Stock Unit	$0	02/23/2026		M			933	(1)	02/24/2031	Common Stock	933	$0	934	I	Spouse's Holding
Restricted Stock Unit	$0	02/24/2026		M			511	(1)	02/24/2030	Common Stock	511	$0	0	I	Spouse's Holding
Restricted Stock Unit	$0	02/24/2026		M			1,530	(2)(3)	02/24/2030	Common Stock	1,530	$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 David Whitney	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did McGrath RentCorp (MGRC) report for David M. Whitney?

David M. Whitney reported multiple equity award transactions involving restricted stock units and common stock. The activity includes exercises or conversions of RSUs into common shares and related tax-withholding dispositions, with some holdings reported as direct and others as spouse’s indirect holdings.

Were the McGrath RentCorp (MGRC) insider share disposals open-market sales?

The reported disposals were coded “F,” indicating tax-withholding dispositions, not open-market sales. Shares were delivered to cover exercise price or tax liabilities at prices of $113.07 and $114.48 per share rather than being sold through regular market transactions.

How do the McGrath RentCorp (MGRC) restricted stock units vest for David M. Whitney?

The restricted stock units generally vest over three years: 33% on the first anniversary of grant, another 33% on the second, and 34% on the third. Each vested unit entitles the holder to one share of common stock or its fair market value on the vesting date.

What is the performance-based component of MGRC’s restricted stock units?

Some RSUs are subject to performance-based vesting at the end of a three-year performance period. For these awards, each vested RSU converts into 159.21% of one share of McGrath RentCorp common stock, increasing the shares received if performance conditions are satisfied.

How are spouse holdings reported in this McGrath RentCorp (MGRC) Form 4?

Several transactions are designated as indirect with a nature of ownership listed as “Spouse's Holding.” These entries show that some restricted stock units and the resulting common stock are attributed to Whitney’s spouse, distinguishing them from his directly held shares.

What role does David M. Whitney hold at McGrath RentCorp (MGRC)?

David M. Whitney is identified as an officer of McGrath RentCorp, serving as Senior Vice President and Chief Accounting Officer. The reported equity award transactions reflect compensation-related activity associated with this executive position, including time-based and performance-based restricted stock units.