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Form 8-K

sec.gov

8-K — MCGRATH RENTCORP

Accession: 0001193125-26-436105

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0000752714

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mgrc-20261028.htm (Primary)

EX-99.1 (mgrc-ex99_1.htm)

GRAPHIC (img222354234_0.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mgrc-20261028.htm · Sequence: 1

8-K

false000075271400007527142026-10-282026-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2026

McGRATH RENTCORP

(Exact name of Registrant as Specified in Its Charter)

California

000-13292

94-2579843

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5700 Las Positas Road

Livermore, California

94551-7800

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (925) 606-9200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

MGRC

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 28, 2026, McGrath RentCorp (the “Company”) announced via press release the Company’s results for its third quarter ended September 30, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of McGrath RentCorp, dated October 28, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

McGRATH RENTCORP

Date:

October 28, 2026

By:

/s/ Keith E. Pratt

Keith E. Pratt

Executive Vice President and Chief Financial Officer

EX-99.1

EX-99.1

Filename: mgrc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Contact

Keith E. Pratt

EVP & Chief Financial Officer

925-606-9200

PRESS RELEASE

FOR RELEASE October 28, 2026

McGrath Announces Results for Third Quarter 2026

Livermore, CA - October 28, 2026 – McGrath RentCorp (“McGrath” or the “Company”) (Nasdaq: MGRC), a leading business-to-business rental company in North America, today announced total revenues for the quarter ended September 30, 2026 of $274.6 million, an increase of 7% compared to the third quarter of 2025. The Company reported net income of $48.8 million, or $2.00 per diluted share, for the third quarter of 2026, compared to net income of $42.3 million, or $1.72 per diluted share, for the third quarter of 2025. The increases in net income and earnings per diluted share for the quarter were primarily attributed to higher gross profit on rental operations and sales revenues when compared to the third quarter of 2025.

THIRD QUARTER 2026 YEAR-OVER-YEAR Company HIGHLIGHTS:

•

Rental operations revenues increased 6% to $189.5 million.

•

Sales revenues increased 9% to $82.9 million.

•

Total revenues increased 7% to $274.6 million.

•

Income from operations increased 11% to $73.9 million.

•

Adjusted EBITDA1 increased 10% to $106.5 million.

•

Dividend rate of $0.495 per share for the third quarter 2026. On an annualized basis, this dividend represents a 1.7% yield on the October 27, 2026 close price of $119.56 per share.

Phil Hawkins, President and CEO of McGrath, made the following comments:

“We were pleased with our third quarter results. The 7% increase in companywide revenues was primarily driven by higher rental operations, reflecting steady progress at Mobile Modular and TRS-RenTelco.

Modular rental revenues increased 4% compared to last year, with continued growth from our commercial customer base. Consistent with the first half of this year, we experienced positive business momentum during the quarter, particularly with large commercial projects and progress with our regional expansion efforts. We responded to this momentum with additional capital investments in new rental fleet.

Portable Storage rental revenues decreased 3% as market demand conditions remained soft. Consistent with the first half of this year, higher costs for equipment preparation, trucking and sales coverage continued to pressure margins in the quarter.

TRS had another impressive quarter with rental revenues increasing 26%. Demand remained robust throughout the quarter, and the business continued to benefit from projects supporting buildout of new data centers. We made additional investments in rental fleet to support the strong market conditions and positive outlook for the business.

Our updated outlook for the year reflects continued positive rental operations momentum and investment at Mobile Modular and TRS, partly offset by lower Modular new equipment sales. We are focused on disciplined operational execution and capitalizing on our rental operations momentum through the remainder of the year.”

Division HIGHLIGHTS:

All comparisons presented below are for the quarter ended September 30, 2026 to the quarter ended September 30, 2025 unless otherwise indicated.

Mobile Modular

For the third quarter of 2026, the Company’s Mobile Modular division reported Adjusted EBITDA of $62.6 million, a decrease of $1.9 million, or 3%, when compared to the same quarter in 2025.

•

Rental revenues increased 4% to $86.9 million, depreciation expense increased 11% to $12.0 million and other direct costs increased 7% to $25.9 million, which resulted in an increase in gross profit on rental revenues of 2% to $49.0 million.

•

Rental related services revenues was comparable to the prior year at $44.6 million, primarily attributable to higher delivery and dismantle revenues, partly offset by lower site related service revenues, with associated gross profit increasing 7% to $15.7 million.

•

Sales revenues decreased 10% to $47.1 million, primarily due to lower new equipment sales. Lower sales revenues and a comparable gross margin on sales of 36% in 2026, resulted in a 10% decrease in gross profit on sales revenues to $16.8 million.

•

Selling and administrative expenses increased 8% to $38.3 million, when compared to the prior year.

Portable storage

For the third quarter of 2026, the Company’s Portable Storage division reported Adjusted EBITDA of $7.4 million, a decrease of $1.9 million, or 20%, when compared to the same quarter in 2025.

•

Rental revenues decreased 3% $16.8 million, depreciation expense increased 5% to $1.1 million, and other direct costs increased 1% to $2.2 million, which resulted in a decrease in gross profit on rental revenues of 4% to $13.4 million.

•

Rental related services revenues increased 5% to $4.4 million, primarily attributable to higher delivery and return delivery activities. Gross margin on rental related services was negative 25% compared to negative 13% in 2025, primarily due to higher trucking related costs, resulting in a $0.6 million higher gross loss of $1.1 million.

•

Sales revenues decreased 16% to $2.3 million. Gross margin on sales decreased 3% to 37%, compared to 40% in 2025, resulting in a $0.2 million decrease in gross profit on sales revenues to $0.8 million.

•

Selling and administrative expenses increased 5% to $8.3 million, when compared to the prior year.

TRS-RenTelco

For the third quarter of 2026, the Company’s TRS-RenTelco division reported Adjusted EBITDA of $25.7 million, an increase of 27% when compared to the same quarter in 2025.

•

Rental revenues increased 26% to $35.4 million, depreciation expense increased 15% and other direct costs increased 14%, resulting in a 42% increase in gross profit on rental revenues to $17.2 million.

•

Sales revenues increased 7% to $7.9 million. Gross margin on sales in 2026 was 56%, unchanged from 2025, resulting in an increase in gross profit on sales revenues of 8% to $4.5 million.

•

Selling and administrative expenses increased 15% to $8.2 million, when compared to the prior year.

financial outlook:

Based upon the Company's year-to-date results and current outlook for the remainder of the year, the Company is updating its financial outlook. Total revenues is decreasing as a result of lower Mobile Modular new equipment sales. Adjusted EBITDA range has narrowed with no change to mid-point expectations. Gross rental equipment capital expenditures are increasing to support rental operations momentum at Mobile Modular and TRS-RenTelco. For the remainder of 2026, the Company currently expects:

2

Previous

Current

•

Total revenue:

$955 to $985 million

$945 to $960 million

•

Adjusted EBITDA1, 2:

$363 to $375 million

$365 to $373 million

•

Gross rental equipment capital expenditures:

$200 to $220 million

$270 to $290 million

1.

Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, transaction costs and non-operating transactions. A reconciliation of actual net income to Adjusted EBITDA and Adjusted EBITDA to net cash provided by operating activities can be found at the end of this release.

2.

Information reconciling forward-looking Adjusted EBITDA to the comparable GAAP financial measures is unavailable to the Company without unreasonable effort because certain items required for such reconciliations are outside of the Company’s control and/or cannot be reasonably predicted, such as the provision for income taxes. Therefore, no reconciliation to the most comparable GAAP measures is provided. The Company provides Adjusted EBITDA guidance because it believes that Adjusted EBITDA, when viewed with the Company’s results under GAAP, provides useful information for the reasons noted in the reconciliation of actual Adjusted EBITDA to the most directly comparable GAAP measures at the end of this release.

ABOUT MCGRATH:

McGrath RentCorp (Nasdaq: MGRC) is a leading business-to-business rental company in North America with a strong record of profitable business growth. Founded in 1979, McGrath’s operations are centered on modular solutions through its Mobile Modular and Mobile Modular Portable Storage businesses. In addition, its TRS-RenTelco business offers electronic test equipment rental solutions. The Company’s rental product offerings and services are part of the circular supply economy, helping customers work more efficiently, and sustainably manage their environmental footprint. With over 40 years of experience, McGrath’s success is driven by a focus on exceptional customer experiences. This focus has underpinned the Company’s long-term financial success and supported over 35 consecutive years of annual dividend increases to shareholders, a rare distinction among publicly listed companies.

McGrath is headquartered in Livermore, California. Additional information about McGrath and its businesses is available at mgrc.com and investors.mgrc.com.

You should read this press release in conjunction with the financial statements and notes thereto included in the Company’s latest Forms 10-K, 10-Q and other SEC filings. You can visit the Company’s web site at www.mgrc.com to access information on McGrath RentCorp, including the latest Forms 10-K, 10-Q and other SEC filings.

Conference Call Note:

As previously announced in its press release of October 1, 2026, McGrath RentCorp will host a conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on October 28, 2026 to discuss the third quarter 2026 results. To participate in the teleconference, dial 1-800-274-8461 (in the U.S.), or 1-203-518-9814 (outside the U.S.), or to listen only, access the simultaneous webcast at the investor relations section of the Company’s website at https://investors.mgrc.com/. A replay will be available for 7 days following the call by dialing 1-800-723-5759 (in the U.S.), or 1-402-220-2662 (outside the U.S.). In addition, a live audio webcast and replay of the call may be found in the investor relations section of the Company’s website at https://investors.mgrc.com/events-and-presentations.

FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, regarding McGrath RentCorp’s expectations, strategies, prospects or targets are forward-looking statements. These forward-looking statements also can be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plan,” “predict,” “project,” or “will,” or the negative of these terms or other comparable terminology. In particular, the discussion under the heading “Financial Outlook” and Mr. Hawkins' comments about the Company's updated outlook for the year reflecting continued positive rental operations momentum at Mobile Modular and TRS, partly offset by lower Modular new equipment sales, are forward looking.

These forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties that could cause our actual results to differ materially from those projected including: the continued impact of tariff actions and macroeconomic factors, including fiscal policy uncertainty, government budgetary constraints, other political, geopolitical or regulatory developments; fuel costs; health of the education and commercial markets in our modular building division; competition within the modular business; the activity levels in the semiconductor and general purpose and communications test equipment markets at TRS-RenTelco; the activity levels in commercial construction projects and impact on Portable Storage segment; continued execution of our strategic performance improvement initiatives; our ability to successfully increase prices to offset cost increases; our ability to effectively manage our rental assets; and our ability to

3

retain and attract talent and uncertainty associated with the Chief Executive Officer transition; as well as the other factors disclosed under “Risk Factors” in the Company’s 2025 Form 10-K and other SEC filings.

Forward-looking statements are made only as of the date hereof and are based on management’s reasonable assumptions, however these assumptions can be wrong or affected by known or unknown risks and uncertainties. No forward-looking statement can be guaranteed, and subsequent facts or circumstances may contradict, obviate, undermine or otherwise fail to support or substantiate such statements. Except as otherwise required by law, we assume no obligation to update any of the forward-looking statements contained in this press release.

4

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except per share amounts)

2026

2025

2026

2025

Revenues

Rental

$

139,057

$

128,488

$

397,598

$

374,586

Rental related services

50,418

49,622

126,608

121,021

Rental operations

189,475

178,110

524,206

495,607

Sales

82,898

76,058

163,288

184,759

Other

2,233

2,275

6,766

7,109

Total revenues

274,606

256,443

694,260

687,475

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

24,534

21,868

70,477

64,799

Rental related services

36,229

35,422

89,722

85,212

Other

34,931

32,308

101,537

91,479

Total direct costs of rental operations

95,694

89,598

261,736

241,490

Costs of sales

48,038

47,588

96,853

119,578

Total costs of revenues

143,732

137,186

358,589

361,068

Gross profit

130,874

119,257

335,671

326,407

Expenses:

Selling and administrative expenses

56,935

52,540

166,859

156,952

Other income, net

—

—

(1,814

)

—

Income from operations

73,939

66,717

170,626

169,455

Interest expense

7,965

8,177

21,578

24,130

Foreign currency exchange loss (gain)

6

32

77

(54

)

Income before provision for income taxes

65,968

58,508

148,971

145,379

Provision for income taxes

17,165

16,211

39,463

38,900

Net income

48,803

42,297

109,508

106,479

Earnings per share:

Basic

$

2.00

$

1.72

$

4.47

$

4.33

Diluted

$

2.00

$

1.72

$

4.46

$

4.32

Shares used in per share calculation:

Basic

24,413

24,612

24,502

24,598

Diluted

24,451

24,644

24,536

24,628

Cash dividends declared per share

$

0.495

$

0.485

$

1.485

$

1.455

5

MCGRATH RENTCORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

September 30,

December 31,

(in thousands)

2026

2025

Assets

Cash

$

1,038

$

295

Accounts receivable, net of allowance for credit losses of $2,400 at September 30, 2026 and $2,866 at December 31, 2025

244,850

231,865

Rental equipment, at cost:

Relocatable modular buildings

1,607,898

1,485,794

Portable storage containers

245,917

245,141

Electronic test equipment

389,141

337,100

2,242,956

2,068,035

Less: accumulated depreciation

(685,814

)

(647,137

)

Rental equipment, net

1,557,142

1,420,898

Property, plant and equipment, net

263,680

233,492

Inventories

9,589

8,027

Prepaid expenses and other assets

123,036

83,351

Intangible assets, net

39,120

46,605

Goodwill

337,362

332,584

Total assets

$

2,575,817

$

2,357,117

Liabilities and Shareholders' Equity

Liabilities:

Notes payable

$

618,257

$

514,924

Accounts payable

69,232

66,233

Accrued liabilities

133,903

114,764

Deferred income

145,148

110,593

Deferred income taxes, net

331,170

313,580

Total liabilities

1,297,710

1,120,094

Shareholders’ equity:

Common stock, no par value - Authorized 40,000 shares

Issued and outstanding - 24,364 shares as of September 30, 2026 and 24,612 shares as of December 31, 2025

122,626

121,785

Retained earnings

1,155,481

1,115,238

Total shareholders’ equity

1,278,107

1,237,023

Total liabilities and shareholders’ equity

$

2,575,817

$

2,357,117

6

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Nine Months Ended September 30,

(in thousands)

2026

2025

Cash Flows from Operating Activities:

Net income

$

109,508

$

106,479

Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation and amortization

85,973

79,717

Deferred income taxes

15,645

22,918

Provision for credit losses

853

1,266

Share-based compensation

8,451

8,088

Gain on sale of property, plant and equipment

(1,814

)

—

Gain on sale of used rental equipment

(32,749

)

(30,188

)

Foreign currency exchange loss (gain)

77

(54

)

Amortization of debt issuance costs

6

204

Change in:

Accounts receivable

(13,692

)

(23,270

)

Inventories

(1,562

)

882

Prepaid expenses and other assets

(39,614

)

(1,884

)

Accounts payable

(5,348

)

(8,041

)

Accrued liabilities

17,682

(1,854

)

Deferred income

34,555

20,502

Net cash provided by operating activities

177,971

174,765

Cash Flows from Investing Activities:

Purchases of rental equipment

(218,745

)

(91,516

)

Purchases of property, plant and equipment

(37,969

)

(33,235

)

Cash paid for acquisition of businesses, net of cash received

(9,538

)

(21,947

)

Proceeds from sales of used rental equipment

59,969

58,647

Proceeds from sales of property, plant and equipment

2,750

—

Net cash used in investing activities

(203,533

)

(88,051

)

Cash Flows from Financing Activities:

Net borrowings (payments) under bank lines of credit

163,326

(40,612

)

Principal payment of term note agreement

—

(73,000

)

Borrowings under Series G senior notes

—

75,000

Principal payment of Series E senior notes

(60,000

)

—

Repurchase of common stock

(34,223

)

—

Taxes paid related to net share settlement of stock awards

(6,032

)

(5,693

)

Payment of dividends

(36,766

)

(35,960

)

Net cash provided by (used in) financing activities

26,305

(80,265

)

Net increase in cash

743

6,449

Cash balance, beginning of period

295

807

Cash balance, end of period

$

1,038

$

7,256

Supplemental Disclosure of Cash Flow Information:

Interest paid, during the period

$

23,419

$

24,869

Net income taxes paid, during the period

$

27,895

$

6,537

Dividends accrued during the period, not yet paid

$

12,617

$

12,535

Rental equipment acquisitions, not yet paid

$

19,889

$

8,459

Business acquisition payments withheld

$

1,110

$

1,815

7

MCGRATH RENTCORP

BUSINESS SEGMENT DATA (unaudited)

Three months ended September 30, 2026

(dollar amounts in thousands)

Mobile Modular

Portable Storage

TRS-RenTelco

Enviroplex

Consolidated

Revenues

Rental

$

86,901

$

16,769

$

35,387

$

—

$

139,057

Rental related services

44,648

4,416

1,354

—

50,418

Rental operations

131,549

21,185

36,741

—

189,475

Sales

47,053

2,267

7,879

25,699

82,898

Other

1,323

218

692

—

2,233

Total revenues

179,925

23,670

45,312

25,699

274,606

Costs and Expenses

Direct costs of rental operations:

Depreciation

11,962

1,104

11,468

—

24,534

Rental related services

28,923

5,524

1,782

—

36,229

Other

25,945

2,222

6,764

—

34,931

Total direct costs of rental operations

66,830

8,850

20,014

—

95,694

Costs of sales

30,210

1,425

3,428

12,975

48,038

Total costs of revenues

97,040

10,275

23,442

12,975

143,732

Gross Profit (Loss)

Rental

48,994

13,443

17,155

—

79,592

Rental related services

15,725

(1,108

)

(428

)

—

14,189

Rental operations

64,719

12,335

16,727

—

93,781

Sales

16,843

842

4,451

12,724

34,860

Other

1,323

218

692

—

2,233

Total gross profit

82,885

13,395

21,870

12,724

130,874

Selling and administrative expenses

38,320

8,328

8,194

2,093

56,935

Income from operations

$

44,565

$

5,067

$

13,676

$

10,631

73,939

Interest expense

(7,965

)

Foreign currency exchange loss

(6

)

Provision for income taxes

(17,165

)

Net income

$

48,803

Other Information:

Adjusted EBITDA 1

$

62,637

$

7,375

$

25,739

$

10,736

$

106,487

Average rental equipment 2

$

1,458,867

$

242,827

$

366,209

Average monthly total yield 3

1.99

%

2.30

%

3.22

%

Average utilization 4

70.2

%

59.1

%

69.9

%

Average monthly rental rate 5

2.83

%

3.89

%

4.61

%

1. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.

2. Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.

3. Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.

4. Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.

5. Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.

8

MCGRATH RENTCORP

BUSINESS SEGMENT DATA (unaudited)

Three months ended September 30, 2025

(dollar amounts in thousands)

Mobile Modular

Portable Storage

TRS-RenTelco

Enviroplex

Consolidated

Revenues

Rental

$

83,168

$

17,293

$

28,027

$

—

$

128,488

Rental related services

44,544

4,187

891

—

49,622

Rental operations

127,712

21,480

28,918

—

178,110

Sales

52,334

2,693

7,347

13,684

76,058

Other

1,422

229

624

—

2,275

Total revenues

181,468

24,402

36,889

13,684

256,443

Costs and Expenses

Direct costs of rental operations:

Depreciation

10,810

1,056

10,002

—

21,868

Rental related services

29,809

4,739

874

—

35,422

Other

24,199

2,191

5,918

—

32,308

Total direct costs of rental operations

64,818

7,986

16,794

—

89,598

Costs of sales

33,558

1,629

3,231

9,170

47,588

Total costs of revenues

98,376

9,615

20,025

9,170

137,186

Gross Profit (Loss)

Rental

48,159

14,046

12,107

—

74,312

Rental related services

14,735

(552

)

17

—

14,200

Rental operations

62,894

13,494

12,124

—

88,512

Sales

18,776

1,064

4,116

4,514

28,470

Other

1,422

229

624

—

2,275

Total gross profit

83,092

14,787

16,864

4,514

119,257

Selling and administrative expenses

35,389

7,912

7,113

2,126

52,540

Income from operations

$

47,703

$

6,875

$

9,751

$

2,388

66,717

Interest expense

(8,177

)

Foreign currency exchange loss

(32

)

Provision for income taxes

(16,211

)

Net income

$

42,297

Other Information:

Adjusted EBITDA 1

$

64,573

$

9,245

$

20,212

$

2,496

$

96,526

Average rental equipment 2

$

1,328,245

$

237,227

$

333,045

Average monthly total yield 3

2.09

%

2.43

%

2.81

%

Average utilization 4

72.6

%

61.4

%

64.8

%

Average monthly rental rate 5

2.88

%

3.96

%

4.33

%

1. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.

2. Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.

3. Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.

4. Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.

5. Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.

9

MCGRATH RENTCORP

BUSINESS SEGMENT DATA (unaudited)

Nine months ended September 30, 2026

(dollar amounts in thousands)

Mobile Modular

Portable Storage

TRS-RenTelco

Enviroplex

Consolidated

Revenues

Rental

$

251,518

$

49,909

$

96,171

$

—

$

397,598

Rental related services

110,202

12,799

3,607

—

126,608

Rental operations

361,720

62,708

99,778

—

524,206

Sales

99,127

5,724

24,618

33,819

163,288

Other

3,905

686

2,175

—

6,766

Total revenues

464,752

69,118

126,571

33,819

694,260

Costs and Expenses

Direct costs of rental operations:

Depreciation

35,329

3,300

31,848

—

70,477

Rental related services

70,792

15,469

3,461

—

89,722

Other

75,968

6,595

18,974

—

101,537

Total direct costs of rental operations

182,089

25,364

54,283

—

261,736

Costs of sales

64,596

3,575

9,990

18,692

96,853

Total costs of revenues

246,685

28,939

64,273

18,692

358,589

Gross Profit (Loss)

Rental

140,221

40,014

45,349

—

225,584

Rental related services

39,410

(2,670

)

146

—

36,886

Rental operations

179,631

37,344

45,495

—

262,470

Sales

34,531

2,149

14,628

15,127

66,435

Other

3,905

686

2,175

—

6,766

Total gross profit

218,067

40,179

62,298

15,127

335,671

Selling and administrative expenses

110,932

25,190

24,447

6,290

166,859

Income from operations

$

107,135

$

14,989

$

37,851

$

8,837

168,812

Interest expense

(21,578

)

Foreign currency exchange loss

(77

)

Other income, net 6

1,814

Provision for income taxes

(39,463

)

Net income

$

109,508

Other Information:

Adjusted EBITDA 1

$

160,567

$

22,101

$

71,583

$

9,160

$

263,411

Average rental equipment 2

$

1,422,229

$

242,832

$

349,022

Average monthly total yield 3

1.96

%

2.28

%

3.06

%

Average utilization 4

70.1

%

58.7

%

68.0

%

Average monthly rental rate 5

2.80

%

3.89

%

4.50

%

1. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.

2. Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.

3. Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.

4. Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.

5. Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.

6. During the nine months ended September 30, 2026, the Company sold a corporate property which resulted in a net gain on sale of $1,814, excluding taxes.

10

MCGRATH RENTCORP

BUSINESS SEGMENT DATA (unaudited)

Nine months ended September 30, 2025

(dollar amounts in thousands)

Mobile Modular

Portable Storage

TRS-RenTelco

Enviroplex

Consolidated

Revenues

Rental

$

243,572

$

50,307

$

80,707

$

—

$

374,586

Rental related services

106,191

12,212

2,618

—

121,021

Rental operations

349,763

62,519

83,325

—

495,607

Sales

115,308

5,649

23,039

40,763

184,759

Other

4,303

846

1,960

—

7,109

Total revenues

469,374

69,014

108,324

40,763

687,475

Costs and Expenses

Direct costs of rental operations:

Depreciation

32,105

3,125

29,569

—

64,799

Rental related services

69,999

12,976

2,237

—

85,212

Other

69,001

5,636

16,842

—

91,479

Total direct costs of rental operations

171,105

21,737

48,648

—

241,490

Costs of sales

76,483

3,509

11,574

28,012

119,578

Total costs of revenues

247,588

25,246

60,222

28,012

361,068

Gross Profit (Loss)

Rental

142,466

41,546

34,296

—

218,308

Rental related services

36,192

(764

)

381

—

35,809

Rental operations

178,658

40,782

34,677

—

254,117

Sales

38,825

2,140

11,465

12,751

65,181

Other

4,303

846

1,960

—

7,109

Total gross profit

221,786

43,768

48,102

12,751

326,407

Selling and administrative expenses

106,154

23,014

21,871

5,913

156,952

Income from operations

$

115,632

$

20,754

$

26,231

$

6,838

169,455

Interest expense

(24,130

)

Foreign currency exchange gain

54

Provision for income taxes

(38,900

)

Net income

$

106,479

Other Information:

Adjusted EBITDA 1

$

165,290

$

27,666

$

57,463

$

7,148

$

257,567

Average rental equipment 2

$

1,304,716

$

234,957

$

334,389

Average monthly total yield 3

2.07

%

2.38

%

2.68

%

Average utilization 4

73.6

%

60.8

%

63.5

%

Average monthly rental rate 5

2.82

%

3.91

%

4.22

%

1. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.

2. Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.

3. Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.

4. Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.

5. Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.

11

Reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures

To supplement the Company’s financial data presented on a basis consistent with accounting principles generally accepted in the United States of America (“GAAP”), the Company presents “Adjusted EBITDA”, which is defined by the Company as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, transaction costs, gains on property sales and non-operating transactions. The Company presents Adjusted EBITDA as a financial measure as management believes it provides useful information to investors regarding the Company’s liquidity and financial condition and because management, as well as the Company’s lenders, use this measure in evaluating the performance of the Company.

Management uses Adjusted EBITDA as a supplement to GAAP measures to further evaluate period-to-period operating performance, compliance with financial covenants in the Company’s revolving lines of credit and senior notes and the Company’s ability to meet future capital expenditure and working capital requirements. Management believes the exclusion of non-cash charges and non-recurring transactions, including share-based compensation, transaction costs and gains on property sales is useful in measuring the Company’s cash available for operations and performance of the Company. Because management finds Adjusted EBITDA useful, the Company believes its investors will also find Adjusted EBITDA useful in evaluating the Company’s performance.

Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows, or other consolidated income or cash flow data prepared in accordance with GAAP or as a measure of the Company’s profitability or liquidity. Adjusted EBITDA is not in accordance with or an alternative for GAAP and may be different from non−GAAP measures used by other companies. Unlike EBITDA, which may be used by other companies or investors, Adjusted EBITDA does not include share-based compensation charges, transaction costs, gains on property sales and non-operating transactions. The Company believes that Adjusted EBITDA is of limited use in that it does not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP and does not accurately reflect real cash flow. In addition, other companies may not use Adjusted EBITDA or may use other non-GAAP measures, limiting the usefulness of Adjusted EBITDA for purposes of comparison. The Company’s presentation of Adjusted EBITDA should not be construed as an inference that the Company will not incur expenses that are the same as or similar to the adjustments in this presentation. Therefore, Adjusted EBITDA should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures. The Company compensates for the limitations of Adjusted EBITDA by relying upon GAAP results to gain a complete picture of the Company’s performance. Because Adjusted EBITDA is a non-GAAP financial measure, as defined by the SEC, the Company includes in the tables below reconciliations of Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Reconciliation of Net Income to Adjusted EBITDA

(dollar amounts in thousands)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Twelve Months Ended

September 30,

2026

2025

2026

2025

2026

2025

Net income

$

48,803

$

42,297

$

109,508

$

106,479

$

159,336

$

145,428

Provision for income taxes

17,165

16,211

39,463

38,900

57,336

51,909

Interest expense

7,965

8,176

21,578

24,130

28,070

32,988

Depreciation and amortization

29,693

26,978

85,973

79,717

113,325

106,348

EBITDA

103,627

93,662

256,522

249,226

358,068

336,673

Share-based compensation

2,772

2,766

8,451

8,088

11,588

10,641

Transaction costs 3

88

98

252

253

465

2,255

Other income, net 4

—

—

(1,814

)

—

(1,814

)

—

Adjusted EBITDA 1

$

106,487

$

96,526

$

263,411

$

257,567

$

368,307

$

349,569

Adjusted EBITDA margin 2

39

%

38

%

38

%

37

%

39

%

38

%

12

Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA

(dollar amounts in thousands)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Twelve Months Ended

September 30,

2026

2025

2026

2025

2026

2025

Net cash provided by operating activities

$

72,279

$

65,071

$

177,971

$

174,765

$

258,889

$

211,544

Change in certain assets and liabilities:

Accounts receivable, net

4,828

7,545

12,839

22,004

3,358

16,817

Inventories, prepaid expenses and other assets

447

(2,261

)

41,176

1,002

36,770

14,103

Accounts payable and accrued liabilities

784

8,588

(18,000

)

18,854

(22,951

)

(5,834

)

Deferred income

(4,834

)

(5,378

)

(34,555

)

(20,502

)

(14,381

)

(6,413

)

Amortization of debt issuance costs

(1

)

(159

)

(6

)

(204

)

(8

)

(264

)

Foreign currency exchange (loss) gain

(6

)

(32

)

(77

)

54

(51

)

(214

)

Gain on sale of used rental equipment

14,714

13,514

32,749

30,188

46,752

40,088

Income taxes paid, net of refunds received

8,115

751

27,895

6,537

31,474

46,887

Interest paid

10,161

8,887

23,419

24,869

28,455

32,855

Adjusted EBITDA 1

$

106,487

$

96,526

$

263,411

$

257,567

$

368,307

$

349,569

1. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.

2. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total revenues for the period.

3. Transaction costs include acquisition related legal and professional fees and other costs specific to these transactions.

4. Other income, net, consists of net gains on property, plant and equipment sales that are infrequent in nature and excluded from Adjusted EBITDA.

13

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