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MCGRATH RENTCORP

For the period ended Jun 30, 2026. Filed Jul 29, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 29, 2026

MGRC$129.33+3.4%Stored close · as of Nov 9, 2026

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Item 1A. Risk Factors

There have been no material changes from the risk factors associated with our business previously disclosed in the “Item 1A. Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except as set forth below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock.

Conditions in the Middle East, including current uncertainty and instability resulting from conflict between the United States, Israel, and Iran, as well as other regional hostilities could adversely affect our business.

In February 2026, the United States and Israel launched military operations against Iran, resulting in an armed conflict that has caused significant disruption to global energy markets and international shipping, including the closure of the Strait of Hormuz. The profitability of our business could be impacted by the price of petroleum products because they are a component of the logistics costs for delivery of our goods to customers. Additionally, the conflict in and around Iran has increased instability in the Middle East region and generated new economic uncertainty in global supply chains, due in part to the restriction of shipping activity through the Strait of Hormuz. The broader consequences of these conflicts are uncertain, and could include further sanctions, embargoes, geopolitical shifts and adverse effects on macroeconomic conditions, adverse impacts on energy supplies and prices, supply chain disruptions and cost increases, inflationary pressures, capital markets dislocation, all of which could impact the Company's business, financial condition and results of operations.

Common Stock Purchase

During the six months ended June 30, 2026, the Company repurchased 250,000 shares of common stock under a Rule 10b5-1 trading plan established on March 12, 2026, pursuant to an authorization under the Repurchase Plan (as defined below) for an aggregate repurchase price of $27.2 million, or an average price of $108.82 per share. The aggregate repurchase price and weighted average price per repurchased share excludes a 1% excise tax, which totaled $0.3 million for the six months ended June 30, 2026. The table below sets forth the information with respect to repurchases of our common stock during the six months ended June 30, 2026.

PeriodTotal Number of Shares PurchasedAverage price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 1 - January 31———2,000,000
February 1 - February 28————
March 1- March 31113,591$104.44113,591(113,591)
April 1 - April 30————
May 1 - May 31136,409$112.47136,409(136,409)
June 1 - June 30————
Total$250,000$108.82250,0001,750,000

The number represents the total number of shares of the Company's common stock that remain available for repurchase as of June 30, 2026, pursuant to the Company's Board of Directors' authorization.

The Company has in the past made purchases of shares of its common stock from time to time in over-the-counter market (NASDAQ) transactions, through privately negotiated, large block transactions and through a share repurchase plan, in accordance with Rule 10b5-1 of the Exchange Act. In September 2024, the Company's Board of Directors increased the capacity under the share repurchase program by authorizing the Company to repurchase up to 2,000,000 shares of the Company's outstanding common stock (the

"Repurchase Plan"), an increase from the 1,309,805 remaining shares authorized for repurchase under the Repurchase Plan established in August 2015. The amount and time of the specific repurchases are subject to prevailing market conditions, applicable legal requirements and other factors, including management’s discretion. All shares repurchased by the Company are canceled and returned to the status of authorized but unissued shares of common stock. There can be no assurance that any authorized shares will be repurchased, and the Repurchase Plan may be modified, extended or terminated by the Company’s Board of Directors at any time. As of June 30, 2026, 1,750,000 shares were authorized for repurchase under the Repurchase Plan.

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