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OTHER INFORMATION.
−Removed: (a) Amended and Restated Bylaw s.
−Removed: 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.
−Removed: The above description of the changes to the Company’s Amended and Restated Bylaws is a summary and does not purport to be complete.
−Removed: It is subject to and qualified in its entirety by reference to such bylaws filed herewith as an exhibit to this annual report.
−Removed: McGrath RentCorp Involuntary Termination Severance Plan for Officers.
−Removed: 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.
−Removed: This plan also superseded the Company’s McGrath RentCorp Change in Control Severance Plan applicable to the Chief Executive Officer and Chief Financial Officer of the Company.
−Removed: 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.
−Removed: It is subject to and qualified in its entirety by reference to such plan filed herewith as an exhibit to this annual report.
−Removed: (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.
+Added: During the three months ended December 31, 2025, John Lieffrig , Vice President and Division Manager, Portable Storage , adopted a trading plan pursuant to Rule 10b5-1(c) (a “10b5-1 Plan”).
+Added: Lieffrig’s 10b5-1 Plan, adopted on December 12, 2025 , provides for the sale of up to 2,500 shares of the Company’s common stock and has a duration of nine ( 9 ) months, expiring on September 14, 2026 .
+Added: With the exception of Mr.
+Added: Lieffring, no other Company director or officer adopted , modified or terminated a 10b5-1 plan or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined under Item 408 of Regulation S-K), during the quarter ended December 31, 2025.
During the three months ended December 31, 2025, 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.
−Removed: McGrath RentCorp 2025 Officer Cash Bonus Plan.
−Removed: 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.
−Removed: The description of the changes to the Company’s McGrath RentCorp 2025 Officer Cash Bonus Plan is a summary
−Removed: and does not purport to be complete.
−Removed: It is subject to and qualified in its entirety by reference to such plan filed herewith as an exhibit to this annual report.
−Removed: McGrath RentCorp 2016 Stock Incentive Plan, Notice of Restricted Stock Unit Award.
−Removed: 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.
−Removed: 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.
−Removed: It is subject to and qualified in its entirety by reference to such plan filed herewith as an exhibit to this annual report.
−Removed: McGrath RentCorp 2016 Stock Incentive Plan Notice of Restricted Stock Unit Award.
−Removed: 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.
−Removed: 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.
−Removed: It is subject to and qualified in its entirety by reference to such plan filed herewith as an exhibit to this annual report..
−Removed: 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
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Amended and Restated Bylaws
−Removed: Filed herewith.
+Added: Filed as exhibit 3.1 to the Company's Current Report on Form 8-K (filed February 5, 2026), and incorporated herein by reference.
Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 8, 2023 (filed as Exhibit 10.1 to Registrant's Current Report on 8-K filed on June 13, 2023, and incorporated herein by reference).
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Filed as exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q (filed October 27, 2022) and incorporated herein by reference.
+Added: Method of Filing
Description of Registrant’s Securities.
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.
−Removed: Method of Filing
McGrath RentCorp Employee Stock Ownership Plan, as amended and restated on December 31, 2008.
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Filed as exhibit 4.5 to the Company’s Registration Statement on Form S-8 (filed August 10, 2012) and incorporated herein by reference.
−Removed: McGraw RentCorp Involuntary Termination Severance Plan for Office rs
−Removed: Filed herewith.
+Added: McGraw RentCorp Involuntary Termination Severance Plan for Officers
+Added: Filed as exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (filed February 21, 2025), and incorporated herein by reference.
McGrath RentCorp 2016 Stock Incentive Plan
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McGrath RentCorp 2024 Officer Cash Bonus Plan (certain portions of this exhibit have been omitted)
−Removed: Filed herewith.
+Added: Filed as exhibit 10.5.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (filed February 21, 2025), and incorporated herein by reference.
McGrath RentCorp 2025 Officer Cash Bonus Plan (certain portions of this exhibit have been omitted)
−Removed: Filed herewith.
+Added: Filed as exhibit 10.5.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (filed February 21, 2025), and incorporated herein by reference.
Form of Indemnification Agreement with Directors and Officers
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Form of 2016 Stock Incentive Plan Restricted Stock Unit Award and Agreement - Corporate
−Removed: Filed herewith.
+Added: Filed as exhibit 10.6.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (filed February 21, 2025), and incorporated herein by reference.
Form of 2016 Stock Incentive Plan Performance-Based Restricted Stock Unit Award and Agreement - Division Management
−Removed: Filed herewith.
+Added: Filed as exhibit 10.6.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (filed February 21, 2025), and incorporated herein by reference.
Form of 2016 Stock Incentive Plan Stock Appreciation Right Award and Agreement - Enviroplex
−Removed: Filed herewith.
+Added: Filed as exhibit 10.6.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (filed February 21, 2025), and incorporated herein by reference.
+Added: Method of Filing
Form of 2016 Stock Incentive Plan Notice of Restricted Stock Unit Award
−Removed: Filed herewith.
+Added: Filed as exhibit 10.6.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (filed February 21, 2025), and incorporated herein by reference.
Amended and Restated McGrath RentCorp Insider Trading and Blackout Policy
−Removed: Filed herewith.
+Added: Filed as exhibit 19.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (filed February 21, 2025), and incorporated herein by reference.
List of Subsidiaries.
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Filed herewith.
−Removed: Method of Filing
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Furnished herewith.
−Removed: McGrath RentCorp Compensation Recoupment Policy
−Removed: 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.
+Added: McGrath RentCorp Compensation Recoupment Policy, amended and restated on February 19, 2026
+Added: Filed herewith.
The following materials from McGrath RentCorp’s annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language):
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‘P’ = exhibit was filed in paper form
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 25, 2026
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(Principal Accounting Officer)
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.
/s/ Nicolas Anderson
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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.