McGrath RentCorp (MGRC) VP logs RSU conversions and tax share disposals

Rhea-AI Filing Summary

McGrath RentCorp executive John Lieffrig reported multiple equity compensation events involving restricted stock units (RSUs) and common stock. On February 23, 2026, RSUs for 800 shares were converted into 800 shares of common stock, with 421 shares disposed of in a tax-withholding transaction at $113.07 per share.

On February 24, 2026, additional RSUs were exercised or converted, including 417 and 1,250 RSUs, resulting in common stock acquisitions of 417 and 1,990 shares. To cover tax obligations, 706 shares were disposed of at $114.48 per share. After these transactions, Lieffrig held 24,521 shares of common stock directly.

Footnotes explain that the RSUs vest over three years, with a portion subject to performance-based vesting, and that each vested performance 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^*

Lieffrig John

(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)
	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	23,241	D
Common Stock	02/23/2026		F		421	D	$113.07	22,820	D
Common Stock	02/24/2026		M		417	A	$0	23,237	D
Common Stock	02/24/2026		M		1,990(4)	A	$0	25,227	D
Common Stock	02/24/2026		F		706	D	$114.48	24,521	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			417	(1)	02/24/2030	Common Stock	417	$0	0	D
Restricted Stock Unit	$0	02/24/2026		M			1,250	(2)(3)	02/24/2030	Common Stock	1,250	$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 Lieffrig	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What did MGRC executive John Lieffrig report in this Form 4 filing?

John Lieffrig reported RSU conversions into common stock and related tax-withholding dispositions. Several RSU awards vested and were converted, increasing his direct common stock holdings while some shares were withheld or delivered to satisfy tax obligations tied to these equity awards.

How many MGRC shares does John Lieffrig hold after these transactions?

After the reported transactions, John Lieffrig directly holds 24,521 shares of McGrath RentCorp common stock. This figure reflects RSU conversions into common shares and the shares disposed of to cover associated tax liabilities during the February 2026 events.

What types of transactions are shown in John Lieffrig’s MGRC Form 4?

The Form 4 shows RSU exercises or conversions coded as “M” and tax-withholding dispositions coded as “F.” These include RSUs converting into common stock and shares delivered to pay tax obligations, rather than open-market stock purchases or discretionary sales.

How do the MGRC restricted stock units reported by Lieffrig vest?

The RSUs generally vest 33% on the first anniversary of grant, 33% on the second, and 34% on the third. Some RSUs also have a performance-based vesting component over a three-year performance period, tying final vesting to specified performance criteria.

What does the 159.21% RSU conversion factor mean for MGRC shares?

For certain performance-based RSUs, each vested unit converts into 159.21% of one share of McGrath RentCorp common stock. This means vested performance units deliver more than one share equivalent, reflecting achievement of performance conditions at a level defined in the award terms.

Were MGRC shares sold on the market in this Form 4 by John Lieffrig?

The filing shows dispositions coded as “F,” indicating shares were delivered to satisfy tax liabilities from RSU vesting. These transactions represent tax withholding, not discretionary open-market stock sales, and occur as part of the equity award settlement process.