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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-21 · 50 added, 18 removed, 139 unchanged (33% of the section changed)

3 unchanged sentences

Based on their evaluation the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024.

On February 1, 2023, McGrath RentCorp completed its acquisition of Vesta Modular Housing Solutions Holdings, Inc.

("Vesta Modular").

Management has excluded Vesta Modular's internal controls from its assessment of the effectiveness of internal controls over financial reporting as of December 31, 2023.

Vesta Modular's revenues and total assets (excluding goodwill and intangible assets) represents approximately 13% and 14%, respectively, of the consolidated financial statement amounts as of, and for the fiscal year ended, December 31, 2023.

Changes in Internal Control over Financial Reporting.

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OTHER INFORMATION.

During the three months ended December 31, 2023, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

(a) Amended and Restated Bylaw s.

On February 14, 2025, the Company’s Board of Directors approved the Company’s Amended and Restated Bylaws to clarify (i) the procedure for the right of shareholders to call special meetings, (ii) information to be provided by shareholders who submit proposals at the Company’s annual or special meetings, and (iii) streamlined various records and information available to shareholders and directors.

The above description of the changes to the Company’s Amended and Restated Bylaws is a summary and does not purport to be complete.

It is subject to and qualified in its entirety by reference to such bylaws filed herewith as an exhibit to this annual report.

McGrath RentCorp Involuntary Termination Severance Plan for Officers.

On February 14, 2025, the Company’s Board of Directors approved the Company’s McGrath RentCorp Involuntary Termination Severance Plan for Officers which sets forth the benefits and obligations of the participants to the plan upon a change in control of the Company or involuntary termination of employment of such participants.

This plan also superseded the Company’s McGrath RentCorp Change in Control Severance Plan applicable to the Chief Executive Officer and Chief Financial Officer of the Company.

The description of the changes to the Company’s McGrath RentCorp Involuntary Termination Severance Plan for Officers is a summary and does not purport to be complete.

It is subject to and qualified in its entirety by reference to such plan filed herewith as an exhibit to this annual report.

(b) During the three months ended December 31, 2024, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

During the three months ended December 31, 2024, the Company did not adopt , modify or terminate a “Rule 10b5-1 trading arrangement” as such term is defined under Item 408 of Regulation S-K.

McGrath RentCorp 2025 Officer Cash Bonus Plan.

On February 14, 2025, the Company’s Board of Directors approved the McGrath RentCorp Involuntary Termination Severance Plan for Officers which sets forth the benefits and obligations of the participants to the plan upon a change in control of the Company, involuntary termination of employment of such participants, or upon retirement, death or disability.

The description of the changes to the Company’s McGrath RentCorp 2025 Officer Cash Bonus Plan is a summary

and does not purport to be complete.

It is subject to and qualified in its entirety by reference to such plan filed herewith as an exhibit to this annual report.

McGrath RentCorp 2016 Stock Incentive Plan, Notice of Restricted Stock Unit Award.

On February 14, 2025, the Company’s Board of Directors approved amendments to the McGrath RentCorp 2016 Stock Incentive Plan, Notice of Restricted Stock Unit Award for non-employee directors which sets forth the benefits and obligations of the participants to the plan in the event of the participant’s death or disability.

The description of the changes to the McGrath RentCorp 2016 Stock Incentive Plan, Notice of Restricted Stock Unit Award for Officers is a summary and does not purport to be complete.

It is subject to and qualified in its entirety by reference to such plan filed herewith as an exhibit to this annual report.

McGrath RentCorp 2016 Stock Incentive Plan Notice of Restricted Stock Unit Award.

On February 14, 2025, the Company’s Board of Directors approved the amendments to the McGrath RentCorp 2016 Stock Incentive Plan, Notice of Restricted Stock Unit Award, for employees which sets forth the benefits and obligations of the participants to the plan upon a change in control of the Company, involuntary termination of employment of such participants, or upon retirement, death or disability.

The description of the changes to the McGrath RentCorp 2016 Stock Incentive Plan, Notice of Restricted Stock Unit Award for Officers is a summary and does not purport to be complete.

It is subject to and qualified in its entirety by reference to such plan filed herewith as an exhibit to this annual report..

In the event of retirement, starting with the 2025 awards, directors will receive accelerated full vesting of RSUs rather than pro rata vesting.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

33 unchanged sentences

Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A (filed January 29, 2024), and incorporated herein by reference.

Termination Agreement, dated as of September 17, 2024, by and among WillScot Holdings Corporation, Brunello Merger Sub I, Inc., Brunello Merger Sub II, LLC, and McGrath RentCorp.

Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed September 18, 2024), and incorporated herein by reference.

Articles of Incorporation of McGrath RentCorp.

13 unchanged sentences

Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed February 11, 2016) and incorporated herein by reference.

Amended and Restated Credit Agreement, dated as of July 15, 2022, among the Company, Bank of America, N.A.

Second Amended and Restated Credit Agreement, dated as of July 15, 2022, among the Company, Bank of America, N.A.

as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto.

Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed July 19, 2022) and incorporated herein by reference.

First Incremental Facility Amendment, dated as of April 23, 2024, to Second Amended and Restated Credit Agreement, dated as of July 15,2022, among the Company, Bank of America, N.A.

as Administrative Agent and first incremental lender, and the guarantors named therein.

Filed as exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (filed April 25, 2024) and incorporated herein by reference.

Amended and Restated Guaranty, dated as of July 15, 2022, among certain domestic subsidiaries of the Company in favor of Bank of America, N.A., in its capacity as the Administrative Agent.

6 unchanged sentences

Filed as exhibit 4.2.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (filed February 25, 2020), and incorporated herein by reference.

Method of Filing

McGrath RentCorp Employee Stock Ownership Plan, as amended and restated on December 31, 2008.

2 unchanged sentences

Filed as exhibit 10.3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (filed February 26, 2009), and incorporated herein by reference.

Method of Filing

McGrath RentCorp 2007 Stock Incentive Plan.

10 unchanged sentences

Filed as exhibit 4.5 to the Company’s Registration Statement on Form S-8 (filed August 10, 2012) and incorporated herein by reference.

McGrath RentCorp Change in Control Severance Plan and Summary Plan Description

Filed as exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference.

McGraw RentCorp Involuntary Termination Severance Plan for Office rs

Filed herewith.

McGrath RentCorp 2016 Stock Incentive Plan

Filed as Appendix A to the Company's Proxy Statement for the 2016 Annual Meeting (filed April 29, 2016), and incorporated herein by reference.

McGrath RentCorp 2024 Officer Cash Bonus Plan (certain portions of this exhibit have been omitted)

Filed herewith.

McGrath RentCorp 2025 Officer Cash Bonus Plan (certain portions of this exhibit have been omitted)

Filed herewith.

Form of Indemnification Agreement with Directors and Officers

Filed as exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (filed February 21, 2024), and incorporated herein by reference.

Form of 2016 Stock Incentive Plan Restricted Stock Unit Award and Agreement - Corporate

Filed as exhibit 10.8.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference.

Filed herewith.

Form of 2016 Stock Incentive Plan Performance-Based Restricted Stock Unit Award and Agreement - Division Management

Filed as exhibit 10.8.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference.

Filed herewith.

Form of 2016 Stock Incentive Plan Stock Appreciation Right Award and Agreement - Enviroplex

Filed as exhibit 10.8.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference.

Form of Indemnification Agreement with Directors and Officers

Filed herewith.

Form of 2016 Stock Incentive Plan Notice of Restricted Stock Unit Award

Filed herewith.

Amended and Restated McGrath RentCorp Insider Trading and Blackout Policy

Filed herewith.

List of Subsidiaries.

6 unchanged sentences

Filed herewith.

Method of Filing

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

3 unchanged sentences

McGrath RentCorp Compensation Recoupment Policy

Filed herewith.

Filed as exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (filed February 21, 2024), and incorporated herein by reference.

The following materials from McGrath RentCorp’s annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Condensed Consolidated Statement of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.

(i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Cash Flows, and (iv) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (embedded within the inline XBRL

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(Principal Financial Officer)

Vice President and Controller

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

3 unchanged sentences

NICOLAS ANDERSON

/s/ Kimberly A.

February 19, 2025

4 unchanged sentences

February 19, 2025

/s/ Elizabeth A.

February 21, 2024

/s/ Joseph F.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures