MGRC

• Total revenues for Q2 2026 were $221.1 million, a 6% decrease from Q2 2025.
• Rental operations revenues increased 6% to $172.5 million, while sales revenues decreased 34% to $46.4 million.
• Adjusted EBITDA decreased 4% to $82.8 million for the quarter.
• Full-year 2026 guidance updated: total revenue $955-$985 million, Adjusted EBITDA $363-$375 million, gross rental equipment capex $200-$220 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Shareholders approved the amended and restated 2026 Stock Incentive Plan, increasing authorized shares by 576,108, with 19,600,863 votes for.
• The ratification of Grant Thornton LLP as independent auditor for 2026 passed with 20,572,569 votes for.
• The non-binding advisory vote on named executive officer compensation passed with 19,503,243 votes for.
• The results were reported under Item 5.07 as required for matters submitted to a vote of security holders.

5.07 Submission of Matters to a Vote of Security Holders

• The new $725 million revolving credit facility matures on May 8, 2031, and replaces the existing $650 million credit facility.
• The facility includes a $40 million sublimit for standby letters of credit and a $20 million sublimit for swingline loans.
• Proceeds will be used for working capital, capital expenditures, and other general corporate purposes.
• The company may add term loan tranches or increase commitments under the facility, subject to specified conditions.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Net income was $27.0 million, or $1.10 per diluted share, compared to $28.2 million, or $1.15 per diluted share, in Q1 2025.
• Rental operations revenues increased 5% to $162.2 million; sales revenues decreased 13% to $34.0 million.
• Adjusted EBITDA decreased 1% to $74.1 million; income from operations decreased 5% to $43.4 million.
• Full-year 2026 outlook confirmed: total revenue $945-$995 million, Adjusted EBITDA $360-$378 million, gross rental equipment capex $180-$200 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Full-year 2025 total revenues were $944.2 million, up 4% from $910.9 million in 2024; adjusted EBITDA rose 3% to $362.5 million.
• Full-year 2025 net income was $156.3 million ($6.35 per diluted share) versus $231.7 million ($9.43 per diluted share) in 2024, which included a $180.0 million merger termination payment from WillScot Mobile Mini.
• The board declared a quarterly cash dividend of $0.495 per share, payable April 30, 2026, marking the 35th consecutive annual dividend increase.
• For full-year 2026, the company expects total revenue of $945 to $995 million and adjusted EBITDA of $360 to $378 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Joseph F. Hanna will retire as President and CEO effective April 3, 2026, and will remain on the Board of Directors.
• Philip B. Hawkins, currently EVP and COO, will become President and CEO and a Board member effective April 3, 2026.
• The Board amended the bylaws to increase the number of directors from six to seven, effective April 3, 2026.
• The company issued a press release on February 5, 2026, announcing the succession.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• Excluding the $180.0 million merger termination payment from WillScot Mobile Mini and $39.4 million in transaction costs in Q3 2024, net income decreased $3.6 million (8%) and diluted EPS decreased $0.15 (8%).
• Rental operations revenues increased 4% to $178.1 million, while sales revenues decreased 18% to $76.1 million.
• Adjusted EBITDA decreased 7% to $96.5 million for the quarter.
• For full-year 2025, the company updated its outlook: total revenue of $935 to $955 million, Adjusted EBITDA of $350 to $357 million, and gross rental equipment capital expenditures of $120 to $125 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On September 8, 2025, McGrath RentCorp issued and sold $75 million aggregate principal amount of 5.30% Series G Senior Notes.
• The notes are unsecured, bear interest at 5.30% per annum, and mature on September 8, 2032, with semi-annual interest payments starting March 8, 2026.
• The Company may prepay all or part of the notes, subject to a minimum prepayment of $5,000,000 (in $100,000 increments), plus a make-whole amount.
• The notes include customary covenants (maximum leverage ratio, minimum fixed charge coverage ratio) and events of default, and are guaranteed by certain U.S. subsidiaries.

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement