# Mcgrath Rentcorp (MGRC) 10-Q SEC filing - Q2 FY2026

- Filed: Jul 29, 2026, 4:00 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001193125-26-323614
- OpenCapital page: https://www.opencapital.sh/filings/0001193125-26-323614
- Markdown URL: https://www.opencapital.sh/filings/0001193125-26-323614.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/0001193125-26-323614-index.htm

## Filing documents

- [10-Q (mgrc-20260630.htm)](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-20260630.htm)
- [EX-4.1 (mgrc-ex4_1.htm)](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex4_1.htm)
- [EX-4.2 (mgrc-ex4_2.htm)](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex4_2.htm)
- [EX-15.1 (mgrc-ex15_1.htm)](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex15_1.htm)
- [EX-31.1 (mgrc-ex31_1.htm)](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex31_1.htm)
- [EX-31.2 (mgrc-ex31_2.htm)](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex31_2.htm)
- [EX-32.1 (mgrc-ex32_1.htm)](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex32_1.htm)
- [EX-32.2 (mgrc-ex32_2.htm)](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex32_2.htm)

---

## 10-Q

SEC source: [mgrc-20260630.htm](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-20260630.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

### FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY AND EXCHANGE ACT OF 1934

### For the quarterly period ended June 30, 2026

### ☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY AND EXCHANGE ACT OF 1934

### Commission file number 000-13292

### McGRATH RENTCORP

(Exact name of registrant as specified in its Charter)

California 94-2579843

(State or other jurisdiction<br>of incorporation or organization) (I.R.S. Employer<br>Identification No.)

5700 Las Positas Road, Livermore, CA 94551-7800

(Address of principal executive offices)

Registrant’s telephone number: (925) 606-9200

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 28, 2026, 24,425,663 shares of Registrant’s Common Stock were outstanding.

FORWARD LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) which are not historical facts are 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 (the “Company’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.

Management cautions that forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected in such forward-looking statements. Further, our future business, financial condition and results of operations could differ materially from those anticipated by such forward-looking statements and are subject to risks and uncertainties as set forth under “Risk Factors” in this Form 10-Q. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.

Forward-looking statements are made only as of the date of this Form 10-Q 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. Readers should not place undue reliance on these forward-looking statements and are cautioned that any such forward-looking statements are not guarantees of future performance. Except as otherwise required by law, we are under no duty to update any of the forward-looking statements after the date of this Form 10-Q to conform such statements to actual results or to changes in our expectations.

2

Part I - Financial Information

## Item 1. Financial Statements

### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

McGrath RentCorp

Results of review of interim financial statements

We have reviewed the accompanying condensed consolidated balance sheet of McGrath RentCorp (a California corporation) and subsidiaries (the “Company”) and the related condensed consolidated statements of income, shareholders’ equity, and cash flows as of June 30, 2026 and for the three-month and six-month periods ended June 30, 2026 and 2025, and the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of December 31, 2025, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 25, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for review results

These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ GRANT THORNTON LLP

San Francisco, California

July 29, 2026

3

**MCGRATH RENTCORP**

### CONDENSED CONSOLIDATED STATEMENTS OF INCOME

_(UNAUDITED)_

| (in thousands, except per share amounts) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Rental | $131,880 | $125,985 | $258,541 | $246,098 |
| Rental related services | 40,617 | 37,483 | 76,190 | 71,399 |
| Rental operations | 172,497 | 163,468 | 334,731 | 317,497 |
| Sales | 46,355 | 69,775 | 80,390 | 108,701 |
| Other | 2,260 | 2,373 | 4,533 | 4,834 |
| Total revenues | 221,112 | 235,616 | 419,654 | 431,032 |
| Costs and Expenses |  |  |  |  |
| Direct costs of rental operations: |  |  |  |  |
| Depreciation of rental equipment | 23,228 | 21,426 | 45,943 | 42,931 |
| Rental related services | 28,376 | 25,477 | 53,493 | 49,790 |
| Other | 34,476 | 31,519 | 66,606 | 59,171 |
| Total direct costs of rental operations | 86,080 | 78,422 | 166,042 | 151,892 |
| Costs of sales | 27,125 | 46,480 | 48,815 | 71,990 |
| Total costs of revenues | 113,205 | 124,902 | 214,857 | 223,882 |
| Gross profit | 107,907 | 110,714 | 204,797 | 207,150 |
| Expenses: |  |  |  |  |
| Selling and administrative expenses | 56,436 | 53,543 | 109,924 | 104,412 |
| Other income, net | (1,814) | — | (1,814) | — |
| Income from operations | 53,285 | 57,171 | 96,687 | 102,738 |
| Interest expense | 7,113 | 7,795 | 13,613 | 15,954 |
| Foreign currency exchange loss (gain) | 38 | (81) | 71 | (86) |
| Income before provision for income taxes | 46,134 | 49,457 | 83,003 | 86,870 |
| Provision for income taxes | 12,462 | 13,484 | 22,298 | 22,689 |
| Net income | $33,672 | $35,973 | $60,705 | $64,181 |
| Earnings per share: |  |  |  |  |
| Basic | $1.38 | $1.46 | $2.47 | $2.61 |
| Diluted | $1.37 | $1.46 | $2.47 | $2.61 |
| Shares used in per share calculation: |  |  |  |  |
| Basic | 24,479 | 24,611 | 24,547 | 24,592 |
| Diluted | 24,494 | 24,618 | 24,579 | 24,620 |
| Cash dividends declared per share | $0.495 | $0.485 | $0.990 | $0.970 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

McGrath RentCorp

### CONDENSED CONSOLIDATED BALANCE SHEETS

_(unaudited)_

| (in thousands) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Assets |  |  |
| Cash | $4,379 | $295 |
| Accounts receivable, net of allowance for credit losses of $2,700 at June 30, 2026 and $2,866 at December 31, 2025 | 240,022 | 231,865 |
| Rental equipment, at cost: |  |  |
| Relocatable modular buildings | 1,565,877 | 1,485,794 |
| Portable storage containers | 245,641 | 245,141 |
| Electronic test equipment | 358,872 | 337,100 |
|  | 2,170,390 | 2,068,035 |
| Less: accumulated depreciation | (670,655) | (647,137) |
| Rental equipment, net | 1,499,735 | 1,420,898 |
| Property, plant and equipment, net | 247,757 | 233,492 |
| Inventories | 15,178 | 8,027 |
| Prepaid expenses and other assets | 117,000 | 83,351 |
| Intangible assets, net | 41,630 | 46,605 |
| Goodwill | 337,348 | 332,584 |
| Total assets | $2,503,049 | $2,357,117 |
| Liabilities and Shareholders' Equity |  |  |
| Liabilities: |  |  |
| Notes payable | $589,895 | $514,924 |
| Accounts payable | 73,643 | 66,233 |
| Accrued liabilities | 131,421 | 114,764 |
| Deferred income | 140,314 | 110,593 |
| Deferred income taxes, net | 322,317 | 313,580 |
| Total liabilities | 1,257,590 | 1,120,094 |
| Shareholders’ equity: |  |  |
| Common stock, no par value - Authorized 40,000 shares |  |  |
| Issued and outstanding - 24,426 shares as of June 30, 2026 and 24,612 shares as of December 31, 2025 | 120,228 | 121,785 |
| Retained earnings | 1,125,231 | 1,115,238 |
| Total shareholders’ equity | 1,245,459 | 1,237,023 |
| Total liabilities and shareholders’ equity | $2,503,049 | $2,357,117 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

McGrath RentCorp

### CONDENSED Consolidated Statements OF SHAREHOLDERS’ EQUITY

_(unaudited)_

| (in thousands, except per share amounts) | Common Stock / Shares | Common Stock / Amount | Retained / Earnings | Total Shareholders’ / Equity |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | 24,612 | $121,785 | $1,115,238 | $1,237,023 |
| Net income | — | — | 27,033 | 27,033 |
| Share-based compensation | — | 2,823 | — | 2,823 |
| Common stock issued under stock plans, net of shares withheld for employee taxes | 59 | — | — | — |
| Common stock repurchased | (114) | (543) | (11,372) | (11,915) |
| Taxes paid related to net share settlement of stock awards | — | (5,955) | — | (5,955) |
| Dividends accrued of $0.495 per share | — | — | (12,265) | (12,265) |
| Balance at March 31, 2026 | 24,557 | $118,110 | $1,118,634 | $1,236,744 |
| Net income | — | — | 33,672 | 33,672 |
| Share-based compensation | — | 2,856 | — | 2,856 |
| Common stock issued under stock plans, net of shares withheld for employee taxes | 5 | — | — | — |
| Common stock repurchased | (136) | (661) | (14,880) | (15,541) |
| Taxes paid related to net share settlement of stock awards | — | (77) | — | (77) |
| Dividends accrued of $0.495 per share | — | — | (12,195) | (12,195) |
| Balance at June 30, 2026 | 24,426 | $120,228 | $1,125,231 | $1,245,459 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

| (in thousands, except per share amounts) | Common Stock / Shares | Common Stock / Amount | Retained / Earnings | Total Shareholders’ / Equity |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2024 | 24,551 | $116,253 | $1,007,115 | $1,123,368 |
| Net income | — | — | 28,209 | 28,209 |
| Share-based compensation | — | 2,544 | — | 2,544 |
| Common stock issued under stock plans, net of shares withheld for employee taxes | 55 | — | — | — |
| Taxes paid related to net share settlement of stock awards | — | (5,616) | — | (5,616) |
| Dividends accrued of $0.485 per share | — | — | (12,094) | (12,094) |
| Balance at March 31, 2025 | 24,606 | $113,181 | $1,023,230 | $1,136,411 |
| Net income | — | — | 35,973 | 35,973 |
| Share-based compensation | — | 2,778 | — | 2,778 |
| Common stock issued under stock plans, net of shares withheld for employee taxes | 6 | — | — | — |
| Taxes paid related to net share settlement of stock awards | — | (68) | — | (68) |
| Dividends accrued of $0.485 per share | — | — | (11,933) | (11,933) |
| Balance at June 30, 2025 | 24,612 | $115,891 | $1,047,270 | $1,163,161 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

McGrath RentCorp

### CONDENSED Consolidated Statements of Cash Flows

_(unaudited)_

| (in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash Flows from Operating Activities: |  |  |
| Net income | $60,705 | $64,181 |
| Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
| Depreciation and amortization | 56,280 | 52,739 |
| Deferred income taxes | 6,792 | 12,764 |
| Provision for credit losses | 569 | 826 |
| Share-based compensation | 5,679 | 5,322 |
| Gain on sale of property, plant and equipment | (1,814) | — |
| Gain on sale of used rental equipment | (18,035) | (16,674) |
| Foreign currency exchange loss (gain) | 71 | (86) |
| Amortization of debt issuance costs | 5 | 45 |
| Change in: |  |  |
| Accounts receivable | (8,580) | (15,285) |
| Inventories | (7,151) | 2,007 |
| Prepaid expenses and other assets | (33,578) | (5,270) |
| Accounts payable | (30) | (8,402) |
| Accrued liabilities | 15,058 | 2,403 |
| Deferred income | 29,721 | 15,124 |
| Net cash provided by operating activities | 105,692 | 109,694 |
| Cash Flows from Investing Activities: |  |  |
| Purchases of rental equipment | (124,038) | (50,230) |
| Purchases of property, plant and equipment | (19,397) | (21,621) |
| Cash paid for acquisition of businesses, net of cash received | (9,385) | (21,947) |
| Proceeds from sales of used rental equipment | 31,646 | 32,200 |
| Proceeds from sales of property, plant and equipment | 2,750 | — |
| Net cash used in investing activities | (118,424) | (61,598) |
| Cash Flows from Financing Activities: |  |  |
| Net borrowings (payments) under bank lines of credit | 134,966 | (17,730) |
| Principal payment of Series E senior notes | (60,000) | — |
| Repurchase of common stock | (27,456) | — |
| Taxes paid related to net share settlement of stock awards | (6,032) | (5,684) |
| Payment of dividends | (24,662) | (24,020) |
| Net cash provided by (used in) financing activities | 16,816 | (47,434) |
| Net increase in cash | 4,084 | 662 |
| Cash balance, beginning of period | 295 | 807 |
| Cash balance, end of period | $4,379 | $1,469 |
| Supplemental Disclosure of Cash Flow Information: |  |  |
| Interest paid, during the period | $13,258 | $15,982 |
| Net income taxes paid, during the period | $19,780 | $5,786 |
| Dividends accrued during the period, not yet paid | $12,543 | $12,443 |
| Rental equipment acquisitions, not yet paid | $19,047 | $8,658 |
| Business acquisition payments withheld | $1,249 | $1,815 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

MCGRATH RENTCORP

### NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2026

### NOTE 1. CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The condensed consolidated financial statements for the six months ended June 30, 2026 and 2025 have not been audited, but in the opinion of management, all adjustments (consisting of normal recurring accruals, consolidating and eliminating entries) necessary for the fair presentation of the consolidated financial position, results of operations and cash flows of McGrath RentCorp (the “Company”) have been made. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. The consolidated results for the three and six months ended June 30, 2026, should not be considered as necessarily indicative of the consolidated results for the entire fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K, filed with the SEC on February 25, 2026 for the year ended December 31, 2025 (the “2025 Annual Report”).

### NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025‑12, Codification Improvements, as part of its ongoing initiative to make incremental improvements to the Accounting Standards Codification. The amendments address a broad range of Topics and include technical corrections, clarifications, and other minor improvements intended to enhance the usability and consistency of U.S. GAAP. The amendments are not expected to significantly affect current accounting practice or result in significant implementation costs for most entities. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and does not expect the adoption of this ASU to have a material impact on its financial position, results of operations, or cash flows

In December 2025, the FASB issued ASU No. 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements, which clarifies and reorganizes the guidance in Topic 270 to improve navigability and consistency in interim reporting. The amendments clarify which entities are subject to Topic 270, specify the form and content of interim financial statements and accompanying notes, and provide a comprehensive list of required interim disclosures. The ASU also introduces a disclosure principle requiring entities to disclose events and changes since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are not intended to change the fundamental nature of interim reporting or significantly expand or reduce existing interim disclosure requirements, but rather to clarify existing guidance. For public business entities, the amendments are effective for interim reporting periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this ASU on its interim financial statement disclosures. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes and clarifies the accounting for internal-use-software development costs to better reflect current software development practices, including agile and iterative methodologies. The amendments remove the existing development-stage model and establish a new principles-based capitalization framework. Under the updated guidance, software development costs are capitalized only when both of the following conditions are met: management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose (the "probable-to-complete" threshold). This ASU also supersedes Subtopic 350-50 and consolidates all website development guidance into Subtopic 350-40. This ASU is effective for fiscal years beginning after December 15, 2027, including subsequent interim periods. The Company is currently in the process of evaluating the financial statement impact of this ASU.

In July 2025, the FASB issued ASU 2025‑05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU amends ASC 326‑20 to provide a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The amendments permit entities to assume that current economic conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses, thereby eliminating the requirement to develop reasonable and supportable forecasts for such assets. The guidance is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual periods, with early adoption permitted. The Company is currently in the process of evaluating the financial statement impact of this ASU.

8

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires incremental disclosures about specific expense categories, including but not limited to, employee compensation, depreciation, intangible asset amortization, selling expenses and purchases of inventory. This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the financial statement impact of this ASU.

In October 2023, the FASB issued ASU No. 2023‑06, Disclosure Improvements, which incorporates certain disclosure and presentation requirements previously included in SEC Regulations S‑X and S‑K into the FASB Accounting Standards Codification. The amendments are intended to clarify or improve disclosure requirements and enhance consistency between U.S. GAAP and SEC reporting requirements. The amendments affect a variety of Topics and primarily relate to disclosures, including, but not limited to, cash flow statement presentation, commitments, debt, equity, and other financial statement disclosures. The amendments do not change recognition or measurement guidance. The effective date of each amendment is contingent upon the removal of the related disclosure requirement from the applicable SEC regulations. Early adoption is permitted once the amendments become effective. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

### NOTE 3. BUSINESS COMBINATIONS

During the quarter ended June 30, 2026, the Company completed the acquisition of a regional provider of temporary and permanent modular space solutions for a total purchase price of $11.3 million, subject to a holdback payment of $1.2 million. The preliminary purchase price allocation was $7.0 million to the fair value of rental equipment acquired, $0.2 million to intangible assets, $4.8 million to goodwill, less acquired net working capital and deferred income taxes. The acquisition expanded the Mobile Modular operations in the mid-west region of the United States. The acquisition was accounted for as a purchase of a “business” in accordance with criteria in ASC 805, Business Combinations ("ASC 805"), using the purchase method of accounting. Incremental transaction costs totaled $0.2 million for the six months ended June 30, 2026.

During the year ended December 31, 2025, the Company completed the acquisition of a regional provider of temporary and permanent modular space solutions for $11.8 million and a regional provider of container solutions for $12.0 million. The final purchase price allocation of the modular solutions provider was $6.3 million to the fair value of rental equipment acquired, intangible assets of $1.1 million and $4.3 million to goodwill. The final purchase price allocation to the container solutions provider was $4.5 million to the fair value of rental equipment acquired, $1.0 million to property, plant and equipment, intangible assets of $1.7 million and $5.1 million to goodwill. These acquisitions were accounted for as a purchase of a “business” in accordance with criteria in ASC 805, using the purchase method of accounting. Incremental transaction costs totaled $0.5 million for the year ended December 31, 2025.

### NOTE 4. REVENUE RECOGNITION

The Company’s accounting for revenues is governed by two accounting standards. The majority of the Company’s revenues are considered lease or lease related and are accounted for in accordance with Topic 842, Leases. Revenues determined to be non-lease related are accounted for in accordance with Topic 606, Revenue from Contracts with Customers. The Company accounts for revenues when approval and commitment from both parties have been obtained, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company typically recognizes non-lease related revenues at a point in time because the customer does not simultaneously consume the benefits of the Company’s promised goods and services, or performance obligations, and obtains control when delivery and installation are complete. For contracts that have multiple performance obligations, the transaction price is allocated to each performance obligation in the contract based on the Company’s best estimate of the standalone selling prices of each distinct performance obligation in the contract. The standalone selling price is typically determined based upon the expected cost plus an estimated margin of each performance obligation.  

Revenue from contracts that satisfy the criteria for over time recognition are recognized as work is performed by using the ratio of costs incurred to estimated total contract costs for each contract. The majority of revenue for these contracts is derived from long-term projects which typically span multiple quarters. The timing of revenue recognition, billings, and cash collections results in billed contract receivables and contract assets on the Company's Consolidated Balance Sheets. In the Company’s contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Billings can occur subsequent to revenue recognition, resulting in contract assets, or in advance, resulting in contract liabilities. These contract assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. The contract liabilities included in Deferred income on the Company’s Consolidated Balance Sheets totaled $58.8 million and $34.3 million at June 30, 2026 and December 31, 2025, respectively. Sales revenues totaling $5.0 million and $15.5 million were recognized during the three and six months ended June 30, 2026, which were included in the contract liability balance at December 31, 2025. For certain modular building sales, the customer retains a small portion of the contract price until full completion

9

of the contract, or revenue is recognizable prior to customer billing, which results in revenue earned in excess of billings. These unbilled contract assets are included in Accounts receivable on the Company’s Consolidated Balance Sheets and totaled $9.9 million and $10.9 million at June 30, 2026 and December 31, 2025, respectively. The Company did not recognize any material contract asset impairments during the periods ended June 30, 2026 and December 31, 2025, respectively.

The Company has uncompleted contracts with customers that have unsatisfied or partially satisfied performance obligations. These contracts are recognized over time and at a point in time. The Company has elected the practical expedient within Topic 606 and does not disclose information related to remaining performance obligations for contracts recognized with an original expected duration of one year or less. For the three and six month periods ended June, 2026, $45.5 million and $77.5 million of revenue was recognized for sales and non-lease services transferred at a point in time, respectively, and $12.9 million and $25.0 million of revenue was recognized for sales and non-lease services transferred over time, respectively.

The Company generally rents and sells to customers on 30 day payment terms. The Company does not typically offer variable payment terms or accept non-monetary consideration. Amounts billed and due from the Company’s customers are classified as Accounts receivable on the Company’s consolidated balance sheet. For certain sales of modular buildings, progress payments from the customer are received during the manufacturing of new equipment, or the preparation of used equipment. The advance payments are not considered a significant financing component because the payments are used to meet working capital needs during the contract and to protect the Company from the customer failing to adequately complete their obligations under the contract.  

#### Lease Revenues

Rental revenues from operating leases are recognized on a straight-line basis over the term of the lease for all operating segments. Rental billings for periods extending beyond period end are recorded as deferred income and are recognized in the period earned. Rental related services revenues are primarily associated with relocatable modular buildings. For modular building leases, rental related services revenues for modifications, delivery, installation, dismantle and return delivery are lease related because the payments are considered minimum lease payments that are an integral part of the negotiated lease agreement with the customer. These revenues are recognized on a straight-line basis over the term of the lease. Certain leases are accounted for as finance leases. For these leases, sales revenue and the related accounts receivable are recognized upon delivery and installation of the equipment and the unearned interest is recognized over the lease term on a basis which results in a constant rate of return on the unrecovered lease investment. As of the six months ended June 30, 2026, the Company’s future minimum lease payments to be received under non-cancelable finance leases were $5.1 million. Of the total investment in sales-type leases, future minimum lease payments are expected to be $1.8 million for the remainder of 2026, $1.3 million in 2027, $1.1 million in 2028, $0.9 million in 2029 and $0.1 million in 2030. The Company’s assessment of current expected losses on these receivables was immaterial and therefore no credit loss expense was provided as of the six months ended June 30, 2026. Other revenues include interest income on finance leases and rental income on facility leases.  

In the three and six months ended June 30, 2026, the Company’s lease revenues were $162.7 million and $317.1 million, consisting of $162.0 million and $315.7 million of operating lease revenues, respectively, and $0.7 million and $1.4 million of finance lease revenues, respectively. The Company has entered into finance leases to finance certain equipment sales to customers. The lease agreements have a bargain purchase option at the end of the lease term. For these leases, sales revenue and the related accounts receivable are recognized upon delivery and installation of the equipment and the unearned interest is recognized over the lease term on a straight-line basis, which results in a constant rate of return on the unrecovered lease investment. The Company’s finance lease revenues for the three and six months ended June 30, 2026, include $0.5 million and $1.0 million of sales revenues, respectively, and $0.2 million and $0.4 million of interest income, respectively. Site related services revenues outside of the modular building such as grading, drainage, landscaping and paving are considered non-lease.

#### Non-Lease Revenues

Non-lease revenues are recognized in the period when control of the performance obligation is transferred, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. For portable storage containers and electronic test equipment, rental related services revenues for delivery and return delivery are considered non-lease revenues. Site related services revenues outside of the modular building such as grading, drainage, landscaping and paving are considered non-lease.

Sales revenues are typically recognized at a point in time, which occurs upon the completion of delivery, installation and acceptance of the equipment by the customer. Sales contracts that satisfy the criteria for over-time recognition are recognized as work is performed by using the ratio of costs incurred to estimated total contract costs for each contract. Accounting for non-lease revenues requires judgment in determining the point in time the customer gains control of the equipment and the appropriate accounting period to recognize revenue.

Sales taxes charged to customers are reported on a net basis and are excluded from revenues and expenses.

10

The following table disaggregates the Company’s revenues by lease (within the scope of Topic 842) and non-lease revenues (within the scope of Topic 606) and the underlying service provided for the three and six months ended June 30, 2026 and 2025:

| (in thousands) / Three Months Ended June 30, | Mobile Modular | Portable Storage | TRS-Ren Telco | Enviroplex | Consolidated |
| --- | --- | --- | --- | --- | --- |
| 2026 |  |  |  |  |  |
| Leasing | $112,522 | $17,342 | $32,847 | — | $162,711 |
| Non-lease: |  |  |  |  |  |
| Rental related services | 6,711 | 4,235 | 1,180 | — | 12,126 |
| Sales | 31,179 | 1,853 | 8,152 | 4,616 | 45,800 |
| Other | 12 | 89 | 374 | — | 475 |
| Total non-lease | 37,902 | 6,177 | 9,706 | 4,616 | 58,401 |
| Total revenues | $150,424 | $23,519 | $42,553 | $4,616 | $221,112 |
| 2025 |  |  |  |  |  |
| Leasing | $107,971 | $17,383 | $28,837 | — | $154,191 |
| Non-lease: |  |  |  |  |  |
| Rental related services | 7,498 | 4,123 | 794 | — | 12,415 |
| Sales | 40,484 | 1,712 | 6,444 | 19,866 | 68,506 |
| Other | 35 | 128 | 341 | — | 504 |
| Total non-lease | 48,017 | 5,963 | 7,579 | 19,866 | 81,425 |
| Total revenues | $155,988 | $23,346 | $36,416 | $19,866 | $235,616 |
| Six Months Ended June 30, |  |  |  |  |  |
| 2026 |  |  |  |  |  |
| Leasing | $220,286 | $34,100 | $62,731 | — | $317,117 |
| Non-lease: |  |  |  |  |  |
| Rental related services | 12,411 | 7,792 | 2,088 | — | 22,291 |
| Sales | 52,074 | 3,457 | 15,673 | 8,120 | 79,324 |
| Other | 55 | 100 | 767 | — | 922 |
| Total non-lease | 64,540 | 11,349 | 18,528 | 8,120 | 102,537 |
| Total revenues | $284,826 | $45,449 | $81,259 | $8,120 | $419,654 |
| 2025 |  |  |  |  |  |
| Leasing | $212,735 | $33,975 | $55,401 | — | $302,111 |
| Non-lease: |  |  |  |  |  |
| Rental related services | 12,127 | 7,512 | 1,474 | — | 21,113 |
| Sales | 62,974 | 2,956 | 13,866 | 27,079 | 106,875 |
| Other | 70 | 169 | 694 | — | 933 |
| Total non-lease | 75,171 | 10,637 | 16,034 | 27,079 | 128,921 |
| Total revenues | $287,906 | $44,612 | $71,435 | $27,079 | $431,032 |

Customer returns of rental equipment prior to the end of the rental contract term are typically billed a cancellation fee, which is recorded as rental revenue in the period billed. Sales of new relocatable modular buildings, portable storage containers and electronic test equipment not manufactured by the Company are typically covered by warranties provided by the manufacturer of the products sold. The Company typically provides limited 90-day warranties for certain sales of used rental equipment and one-year warranties on equipment manufactured by Enviroplex. Although the Company’s policy is to provide reserves for warranties when required for specific circumstances, warranty costs have not been significant to date.  

The Company’s incremental cost of obtaining lease contracts, which consists of salesperson commissions, are deferred and amortized over the initial lease term for modular leases. Incremental costs for obtaining a contract for all other operating segments are expensed in the period incurred because the lease term is typically less than 12 months.

### NOTE 5. EARNINGS PER SHARE

11

Basic earnings per share (“EPS”) is computed as net income divided by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS is computed assuming conversion of all potentially dilutive securities including the dilutive effect of stock options, unvested restricted stock awards and other potentially dilutive securities. The table below presents the weighted-average number of shares of common stock used to calculate basic and diluted earnings per share:

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Weighted-average number of shares of common stock for calculating basic earnings per share | 24,479 | 24,611 | 24,547 | 24,592 |
| Effect of potentially dilutive securities from equity-based compensation | 15 | 7 | 32 | 28 |
| Weighted-average number of shares of common stock for calculating diluted earnings per share | 24,494 | 24,618 | 24,579 | 24,620 |

There were 54,866 and 85,512 anti-dilutive securities excluded from the computation of diluted earnings per share for the six months ended June 30, 2026, and 2025, respectively.

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 Securities Exchange Act of 1934, as amended (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. The following table presents share repurchase activities during the three and six months ended June 30, 2026 and 2025. As of June 30, 2026, 1,750,000 shares remained authorized for repurchase under the Repurchase Plan.

| (in thousands, except share and per share amounts) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Number of shares repurchased | 136,409 | — | 250,000 | — |
| Aggregate purchase price (1) | $15,342 | — | $27,205 | — |
| Average price per repurchased share | $112.47 | — | $108.82 | — |

1.

A one percent excise tax is imposed on "net repurchases" (certain purchases minus certain issuances) of common stock. The aggregate repurchase price and average price per repurchased share excludes excise tax, which totaled $0.2 million and $0.3 million for the three and six months ended June 30, 2026, respectively.

### NOTE 6. INVENTORIESThe following table presents the carrying value of inventories: 

| (dollar amounts in thousands) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Raw materials | $4,380 | $3,904 |
| Work-in-process | 10,798 | 4,123 |
| Total inventories | $15,178 | $8,027 |

12

### NOTE 7. GOODWILL AND INTANGIBLE ASSETS

Intangible assets consist of the following:

| (dollar amounts in thousands) / June 30, 2026 | Estimateduseful lifein years | Average remaining life in years | Cost | Accumulated amortization | Net book value |
| --- | --- | --- | --- | --- | --- |
| Customer relationships | 6 to 11 | 5.7 | $75,783 | $(37,404) | $38,379 |
| Non-compete agreements | 5 | 1.9 | 10,916 | (8,308) | 2,608 |
| Trade name | 0.75 to 8 | 2.6 | 2,068 | (1,596) | 472 |
| Total amortizing |  |  | 88,767 | (47,308) | 41,459 |
| Trade name - non-amortizing | Indefinite |  | 171 | — | 171 |
| Total |  |  | $88,938 | $(47,308) | $41,630 |
| December 31, 2025 |  |  |  |  |  |
| Customer relationships | 6 to 11 | 6.1 | $75,734 | $(33,243) | $42,491 |
| Non-compete agreements | 5 | 2.1 | 10,806 | (7,351) | 3,455 |
| Trade name | 0.75 to 8 | 3.3 | 2,000 | (1,512) | 488 |
| Total amortizing |  |  | 88,540 | (42,106) | 46,434 |
| Trade name - non-amortizing | Indefinite |  | 171 | — | 171 |
| Total |  |  | $88,711 | $(42,106) | $46,605 |

Goodwill consisted of the following:

| (dollar amounts in thousands) | Mobile Modular | Portable Storage | Enviroplex | Total |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | $319,574 | $11,212 | $1,798 | $332,584 |
| Goodwill acquired through business combinations | 4,764 | — | — | 4,764 |
| Balance at June 30, 2026 | $324,338 | $11,212 | $1,798 | $337,348 |

The Company assesses potential impairment of its goodwill and intangible assets when there is evidence that events or circumstances have occurred that would indicate the recovery of an asset’s carrying value is unlikely. The Company also assesses potential impairment of its goodwill and intangible assets with indefinite lives on an annual basis regardless of whether there is evidence of impairment. If indicators of impairment were to be present in intangible assets used in operations and future discounted cash flows were not expected to be sufficient to recover the asset’s carrying amount, an impairment loss would be charged to expense in the period identified. The amount of an impairment loss that would be recognized is the excess of the asset’s carrying value over its fair value. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. The Company last conducted a qualitative analysis of its goodwill and intangible assets in the fourth quarter 2025, with no indicators of impairment. In addition, no impairment triggering events occurred during the three and six months ended June 30, 2026. For the six months ended June 30, 2026, goodwill increased $4.8 million from the acquisition of a regional provider of temporary and permanent modular space solutions. Determining fair value of a reporting unit is judgmental and involves the use of significant estimates and assumptions. The Company bases its fair value estimates on assumptions that it believes are reasonable but are uncertain and subject to changes in market conditions.

Intangible assets with finite useful lives are amortized over their respective useful lives. Amortization expense incurred during the six months ended June 30, 2026 and 2025, was $5.2 million for both periods. Based on the carrying values at June 30, 2026, and assuming no subsequent impairment of the underlying assets, the amortization expense is expected to be $5.0 million for the remainder of fiscal year 2026, $10.0 million in 2027, $8.7 million in 2028, $5.1 million in 2029, $3.4 million in 2030 and $3.1 million in 2031.

13

### NOTE 8. SEGMENT REPORTING

FASB guidelines establish annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. In accordance with these guidelines, the Company’s four reportable segments are Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex. The Company's Chief Operating Decision Maker ("CODM") Phil Hawkins, Chief Executive Officer, and senior management focus on several key measures to evaluate and assess each segment’s performance, including rental, rental related services and sales revenue growth, gross profit, income from operations and income before provision for income taxes. In addition to the evaluation of the aforementioned key measures of each reportable segment, the CODM and senior management evaluate supplemental information by reportable segment, such as rental equipment acquisitions, fleet utilization, and average utilization, to further assess segment performance and the future allocation of Company resources.  

The CODM is the primary individual in control of resource allocation, and the allocation determinations are made in consultation with the Company’s senior management team, of which the CODM is a member. The most significant allocation determinations made by the CODM pertain to purchases of rental equipment and employee headcount. These determinations are generally made as part of the annual budgeting process, with regular reviews occurring throughout the year that can result in allocation changes depending upon performance against budget. On a monthly basis, the CODM considers period end and average rental equipment utilization and budget-to-actual variances to gross profit, income from operations, income before provision for income taxes and net income when making decisions about allocating capital and employee resources to the segments. Excluding interest expense, allocations of revenue and expense not directly associated with one of these segments are generally allocated to Mobile Modular, Portable Storage and TRS-RenTelco, based on their pro-rata share of direct revenues. Interest expense is allocated amongst Mobile Modular, Portable Storage and TRS-RenTelco based on their pro-rata share of average rental equipment at cost, goodwill, intangible assets, accounts receivable, deferred income and customer security deposits. The Company does not report total assets by business segment.  

Summarized financial information for the six months ended June 30, 2026 and 2025, for the Company’s reportable segments is shown in the following tables:

14

| (dollar amounts in thousands) / Six Months Ended June 30, | Mobile Modular | Portable Storage | TRS-Ren Telco | Enviroplex1 | Consolidated |
| --- | --- | --- | --- | --- | --- |
| 2026 |  |  |  |  |  |
| Revenues |  |  |  |  |  |
| Rental revenues | $164,618 | $33,139 | $60,784 | — | $258,541 |
| Rental related services revenues | 65,554 | 8,383 | 2,253 | — | 76,190 |
| Sales | 52,073 | 3,458 | 16,739 | 8,120 | 80,390 |
| Other | 2,581 | 469 | 1,483 | — | 4,533 |
| Total revenues | 284,826 | 45,449 | 81,259 | 8,120 | 419,654 |
| Costs of Revenues |  |  |  |  |  |
| Depreciation of rental equipment | 23,367 | 2,196 | 20,380 | — | 45,943 |
| Rental related services | 41,869 | 9,945 | 1,679 | — | 53,493 |
| Other | 50,023 | 4,373 | 12,210 | — | 66,606 |
| Costs of sales | 34,387 | 2,149 | 6,562 | 5,717 | 48,815 |
| Total costs of revenues | 149,646 | 18,663 | 40,831 | 5,717 | 214,857 |
| Gross profit | 135,180 | 26,786 | 40,428 | 2,403 | 204,797 |
| Significant Segment Expenses 3 |  |  |  |  |  |
| Wages and benefits | 29,807 | 7,990 | 5,964 | 2,618 | 46,379 |
| Depreciation and amortization | 7,053 | 1,000 | 82 | 217 | 8,352 |
| Marketing and administrative expenses | 10,679 | 3,741 | 2,925 | 1,361 | 18,706 |
| Allocated corporate services 4 | 24,434 | 3,952 | 7,202 | — | 35,588 |
| Other segment items 5 | 639 | 180 | 80 | — | 899 |
| Total expenses | 72,612 | 16,863 | 16,253 | 4,196 | 109,924 |
| Income from operations | 62,568 | 9,923 | 24,175 | (1,793) | 94,873 |
| Interest expense (income) allocation | 11,505 | 1,560 | 1,994 | (1,445) | 13,613 |
| Foreign currency exchange loss | — | — | 71 | — | 71 |
| Income before provision for income taxes | 51,063 | 8,362 | 22,110 | (348) | 81,187 |
| Provision for income taxes | 13,714 | 2,247 | 5,944 | (95) | 21,810 |
| Net income (loss) | $37,349 | $6,115 | $16,166 | $(253) | $59,377 |
| Reconciliation of Segment Profit |  |  |  |  |  |
| Total segment gross profit |  |  |  |  | $204,797 |
| Segment operating expenses, net |  |  |  |  | 109,924 |
| Other income, net 6 |  |  |  |  | (1,814) |
| Interest expense allocation |  |  |  |  | 13,613 |
| Foreign currency exchange loss |  |  |  |  | 71 |
| Provision for income taxes 6 |  |  |  |  | 22,298 |
| Income before provision for income taxes |  |  |  |  | $60,705 |
| Other Selected Information |  |  |  |  |  |
| Rental equipment acquisitions | $86,024 | $2,477 | $42,914 | — | $131,415 |
| Accounts receivable, net (period end) | $189,256 | $10,624 | $29,474 | $10,668 | $240,022 |
| Rental equipment, at cost (period end) | $1,565,877 | $245,641 | $358,872 | — | $2,170,390 |
| Rental equipment, net book value (period end) | $1,159,765 | $217,583 | $122,387 | — | $1,499,735 |
| Utilization (period end) 2 | 70.6% | 58.7% | 68.9% |  |  |
| Average utilization 2 | 70.1% | 58.4% | 66.9% |  |  |

15

| (dollar amounts in thousands) / Six Months Ended June 30, | Mobile Modular | Portable Storage | TRS-Ren Telco | Enviroplex 1 | Consolidated |
| --- | --- | --- | --- | --- | --- |
| 2025 |  |  |  |  |  |
| Revenues |  |  |  |  |  |
| Rental revenues | $160,404 | $33,014 | $52,680 | — | $246,098 |
| Rental related services revenues | 61,647 | 8,025 | 1,727 | — | 71,399 |
| Sales | 62,974 | 2,956 | 15,692 | 27,079 | 108,701 |
| Other | 2,881 | 617 | 1,336 | — | 4,834 |
| Total revenues | 287,906 | 44,612 | 71,435 | 27,079 | 431,032 |
| Costs of Revenues |  |  |  |  |  |
| Depreciation of rental equipment | 21,294 | 2,070 | 19,567 | — | 42,931 |
| Rental related services | 40,190 | 8,237 | 1,363 | — | 49,790 |
| Other | 44,802 | 3,445 | 10,924 | — | 59,171 |
| Costs of sales | 42,926 | 1,879 | 8,343 | 18,842 | 71,990 |
| Total costs of revenues | 149,212 | 15,631 | 40,197 | 18,842 | 223,882 |
| Gross profit | 138,694 | 28,981 | 31,238 | 8,237 | 207,150 |
| Significant Segment Expenses 3 |  |  |  |  |  |
| Wages and benefits | 29,734 | 6,933 | 5,810 | 2,411 | 44,888 |
| Depreciation and amortization | 7,101 | 749 | 35 | 204 | 8,089 |
| Marketing and administrative expenses | 9,598 | 3,352 | 2,678 | 1,173 | 16,801 |
| Allocated corporate services 4 | 23,949 | 3,742 | 6,139 | — | 33,830 |
| Other segment items 5 | 383 | 325 | 96 | — | 804 |
| Total expenses | 70,765 | 15,101 | 14,758 | 3,788 | 104,412 |
| Income from operations | 67,929 | 13,880 | 16,480 | 4,449 | 102,738 |
| Interest expense (income) allocation | 12,914 | 1,852 | 2,410 | (1,222) | 15,954 |
| Foreign currency exchange gain | — | — | (86) | — | (86) |
| Income before provision for income taxes | 55,015 | 12,028 | 14,156 | 5,671 | 86,870 |
| Provision for income taxes | 14,421 | 3,172 | 3,641 | 1,455 | 22,689 |
| Net income | $40,594 | $8,856 | $10,515 | $4,216 | $64,181 |
| Other Selected Information |  |  |  |  |  |
| Rental equipment acquisitions | $34,479 | $618 | $18,399 | — | $53,496 |
| Accounts receivable, net (period end) | $177,549 | $12,857 | $23,085 | $20,310 | $233,801 |
| Rental equipment, at cost (period end) | $1,443,314 | $244,261 | $333,171 | — | $2,020,746 |
| Rental equipment, net book value (period end) | $1,071,846 | $220,048 | $101,788 | — | $1,393,682 |
| Utilization (period end) 2 | 73.1% | 61.8% | 64.8% |  |  |
| Average utilization 2 | 74.2% | 60.6% | 63.0% |  |  |

1.

Gross Enviroplex sales revenues were $11,025 and $27,079 for the six months ended June 30, 2026 and 2025, respectively. There were $2,905 of inter-segment sales to Mobile Modular in the six months ended June 30, 2026, which required elimination in consolidation. For the comparable 2025 period, there were no inter-segment sales which required elimination in consolidation.

2.

Utilization is calculated each month by dividing the cost of rental equipment on rent by the total cost of rental equipment excluding new equipment inventory and accessory equipment. The average utilization for the period is calculated using the average costs of rental equipment.

3.

The Significant Segment Expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

4.

Allocated corporate services costs are comprised of expenses incurred by the Company which are not directly incurred by each business segment as a part of their normal operations. These allocated indirect corporate costs primarily include wages and benefits, depreciation of corporate capital assets, information technology, legal, accounting and other administrative expenses.

5.

Other segment items for each reportable segment is primarily comprised of credit losses and acquisition related transaction costs.

6.

During the six months ended June 30, 2026, the Company sold a corporate property which resulted in a net gain on sale of $1,814, excluding taxes. The net gain on sale and the provision for income taxes attributed to the sale totaling $488, was not allocated to the Company's operating segments.

No single customer accounted for more than 10% of total revenues for the six months ended June 30, 2026 and 2025. Revenues from foreign country customers accounted for 2% of the Company’s total revenues for the same periods.

16

## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Form 10-Q, including the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contains forward-looking statements under federal securities laws. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties. Our actual results could differ materially from those indicated by forward-looking statements as a result of various factors. These factors include, but are not limited to, those set forth under this Item, those discussed in Part II—Item 1a, “Risk Factors” and elsewhere in this Form 10-Q and those that may be identified from time to time in our reports and registration statements filed with the SEC.

This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes included in Part I—Item 1 of this Form 10-Q and the Consolidated Financial Statements and related Notes and the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 25, 2026 (the “2025 Annual Report”). In preparing the following MD&A, we presume that readers have access to and have read the MD&A in our 2025 Annual Report, pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K. We undertake no duty to update any of these forward-looking statements after the date of filing of this Form 10-Q to conform such forward-looking statements to actual results or revised expectations, except as otherwise required by law.

### General

The Company, incorporated in 1979, is a leading rental provider of relocatable modular buildings for classroom and office space and electronic test equipment for general purpose and communications needs. The Company’s primary emphasis is on equipment rentals. The Company is comprised of four reportable business segments: (1) its modular building segment (“Mobile Modular”); (2) its portable storage container segment (“Portable Storage”); (3) its electronic test equipment segment (“TRS-RenTelco”); and (4) its classroom manufacturing business selling modular buildings used primarily as classrooms in California (“Enviroplex”).  

In the six months ended June 30, 2026, Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex contributed 63%, 10%, 27% and less than 1% of the Company’s income before provision for taxes (the equivalent of “pretax income”), respectively, compared to 63%, 14%, 16% and 7% for the same period in 2025.

The Company generates its revenues primarily from the rental of its equipment on operating leases and from sales of equipment occurring in the normal course of business. The Company requires significant capital outlay to purchase its rental inventory and recovers its investment through rental and sales revenues. Rental revenues and certain other service revenues negotiated as part of lease agreements with customers and related costs are recognized on a straight-line basis over the terms of the leases. Sales revenues and related costs are recognized upon delivery and installation of the equipment to customers. Sales revenues are less predictable and can fluctuate from quarter to quarter and year to year depending on customer demands and requirements. Generally, rental revenues less cash operating costs recover the equipment’s capitalized cost in a short period of time relative to the equipment’s potential rental life and when sold, sale proceeds are usually above its net book value.

The Company’s modular revenues (consisting of revenues from Mobile Modular, Kitchens To Go and Enviroplex) are derived from rentals and sales to commercial and education customers. Modular revenues are affected by demand for classrooms, which in turn is affected by shifting and fluctuating school populations, the levels of state funding to public schools, the need for temporary classroom space during reconstruction of older schools and changes in policies regarding class size. As a result of any reduced funding, lower expenditures by these schools may result in certain planned programs to increase the number of classrooms, such as those that the Company provides, to be postponed or terminated. However, reduced expenditures may also result in schools reducing their long-term facility construction projects in favor of using the Company’s modular classroom solutions. At this time, the Company can provide no assurances as to whether public schools will either reduce or increase their demand for the Company's modular classrooms as a result of fluctuations in state funding of public schools. Looking forward, the Company believes that any interruption in the passage of facility bonds or contraction of class size reduction programs by public schools may have a material adverse effect on both rental and sales revenues of the Company. (For more information, see “Item 1. Business – Relocatable Modular Buildings – Classroom Rentals and Sales to Public Schools (K-12)” in the Company’s 2025 Annual Report and “Item 1a. Risk Factors – Significant reductions of, or delays in, funding to public schools have caused the demand and pricing for our modular classroom units to decline, which has in the past caused, and may cause in the future, a reduction in our revenues and profitability” in Part II of the Company's 2025 Annual Report)

Revenues of Portable Storage consists of the rental and sale of steel containers and ground level offices to provide a temporary storage solution that is delivered to the customer’s location and addresses the need for secure temporary storage with immediate access to the unit. The portable storage container rental market in the U.S. has a large and diverse number of market segments including construction, retail, commercial and industrial, energy and petrochemical, manufacturing, education and healthcare.

17

Revenues of TRS-RenTelco are derived from the rental and sale of general purpose and communications test equipment to a broad range of companies, from Fortune 500 to middle and smaller market companies primarily in the aerospace, defense, communications, manufacturing and semiconductor industries. Electronic test equipment revenues are primarily affected by the business activity within these industries related to research and development, manufacturing, and communication infrastructure installation and maintenance.

The Company’s rental operations include rental and rental related service revenues which comprised approximately 80% and 74% of consolidated revenues in the six months ended June 30, 2026 and 2025, respectively. Of the total rental operations revenues for the six months ended June 30, 2026, Mobile Modular, Portable Storage and TRS-RenTelco comprised 69%, 12% and 19%, respectively, compared to 70%, 13% and 17%, respectively, in the same period of 2025. The Company’s direct costs of rental operations include depreciation of rental equipment, rental related service costs, impairment of rental equipment (if applicable), and other direct costs of rental operations (which include direct labor, supplies, repairs, insurance, property taxes, license fees, cost of sub-rentals and amortization of certain lease costs).

The Company’s Mobile Modular, Portable Storage and TRS-RenTelco business segments sell modular units, storage containers and electronic test equipment, respectively, which are either new or previously rented. In addition, Enviroplex sells new modular buildings used primarily as classrooms in California. For the six months ended June 30, 2026 and 2025, sales and other revenues of modular, container and electronic test equipment comprised approximately 20% and 26% of the Company’s consolidated revenues, respectively. Of the total sales and other revenues from operations for the six months ended June 30, 2026 and 2025, Mobile Modular and Enviroplex together comprised 74% and 82%, respectively, Portable Storage comprised 5% and 3%, respectively, and TRS-RenTelco comprised 21% and 15%, respectively. The Company’s cost of sales includes the carrying value of the equipment sold and the direct costs associated with the equipment sold, such as delivery, installation, modifications and related site work.

Selling and administrative expenses primarily include personnel and benefit costs, which include share-based compensation, depreciation and amortization, bad debt expense, advertising costs, and professional service fees. The Company believes that sharing of common facilities, financing, senior management, and operating and accounting systems by all of the Company’s operations results in an efficient use of overhead. Historically, the Company’s operating margins have been impacted favorably to the extent its costs and expenses are leveraged over a large installed customer base. However, there can be no assurances as to the Company’s ability to maintain a large installed customer base or ability to sustain its historical operating margins.

### Recent Developments

### Dividends

On June 3, 2026, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.495 per common share for the quarter ended June 30, 2026, an increase of 2% over the prior year’s comparable quarter.

### Business Outlook

Macroeconomic conditions, such as a volatile interest rate environment, ongoing inflation, the geopolitical landscape, and foreign exchange rate fluctuations, continue to impact the global economy. In addition, recent changes in legislation and regulations, including enacted and proposed tariffs and other trade policies, have introduced additional uncertainty in the global economy. In periods of perceived or actual unfavorable economic conditions, our customers or potential customers could delay or re-evaluate their decisions to initiate various projects which in turn could result in a delay or cessation of engagement or other business activities with us. These factors also make it difficult for us to forecast and plan future budgetary decisions or business activities accurately. Our operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors.

18

Results of Operations

### Three Months Ended June 30, 2026 Compared to

Three Months Ended June 30, 2025

### Overview

Consolidated revenues for the three months ended June 30, 2026, decreased 6% to $221.1 million from $235.6 million for the same period in 2025. Consolidated net income for the three months ended June 30, 2026, decreased 6% to $33.7 million from $36.0 million for the same period in 2025. Earnings per diluted share for the three months ended June 30, 2026, decreased 5% to $1.39, from $1.46 for the same period in 2025. The decrease in consolidated net income and earnings per diluted share during the period was primarily attributed to lower gross profit at Enviroplex, Mobile Modular and Portable Storage, partly offset by higher gross profit at TRS-RenTelco, a $1.8 million gain on sale of a corporate property, and lower interest expense incurred on outstanding debt obligations.

For the three months ended June 30, 2026, on a consolidated basis:

- Gross profit decreased $2.8 million to $107.9 million in 2026. Mobile Modular’s gross profit decreased $2.8 million, or 4%, primarily due to lower gross profit on sales and rental revenues, partly offset by an increase in gross profit on rental related services revenues. Portable Storage's gross profit decreased $1.4 million, or 9%, primarily due to lower gross profit on rental operations revenues. TRS-RenTelco’s gross profit increased $5.8 million, or 35%, primarily due to higher gross profit on rental and sales revenues. Enviroplex’s gross profit decreased $4.5 million, due to lower sales revenues in 2026.
- Selling and administrative expenses increased $2.9 million, or 5%, to $56.4 million, primarily attributed to $1.9 million higher marketing and administrative expenses and $0.8 million higher employees' salaries and benefit costs.
- Other income, net, increased $1.8 million due to the gain on sale of a corporate property in 2026.
- Interest expense decreased $0.7 million, or 9%, to $7.1 million, which was primarily attributed to a lower effective interest rate in 2026 of 4.95%, compared to 5.56% for the same period in 2025, partly offset by $14.0 million higher average debt levels of the Company.
- Pre-tax income contribution by Mobile Modular, Portable Storage and TRS-RenTelco was 61%, 10% and 29%, respectively, compared to 61%, 13% and 16%, respectively, for the comparable 2025 period. These results are discussed on a segment basis below. Enviroplex pre-tax income contribution was less than 1% in 2026, compared to 10% in 2025. The lower pre-tax income contribution from Enviroplex was primarily due to $15.3 million lower sales revenues in 2026.
- The provision for income taxes resulted in an effective tax rate of 27.0% and 27.3%, for the quarters ended June 30, 2026 and 2025, respectively.
- Adjusted EBITDA decreased $3.7 million, or 4%, to $82.8 million in 2026.

19

Mobile Modular

For the three months ended June 30, 2026, Mobile Modular’s total revenues decreased $5.6 million, or 4%, to $150.4 million compared to the same period in 2025, primarily due to lower sales revenues, partly offset by higher rental operations revenues. Higher gross profit on rental related services revenues and lower allocated interest expense, offset by lower gross profit on sales, rental, and other revenues, and higher selling and administrative expenses, resulted in a $3.0 million decrease in pre-tax income to $27.0 million for the three months ended June 30, 2026, from $30.0 million for the same period in 2025.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

### Mobile Modular – Three Months Ended 6/30/26 compared to Three Months Ended 6/30/25 (Unaudited)

| (dollar amounts in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (Decrease) / $ | Increase (Decrease) / % |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Rental | $83,181 | $81,909 | $1,272 | 2% |
| Rental related services | 34,794 | 32,172 | 2,622 | 8% |
| Rental operations | 117,975 | 114,081 | 3,894 | 3% |
| Sales | 31,179 | 40,484 | (9,305) | (23 |
| Other | 1,270 | 1,423 | (153) | (11 |
| Total revenues | 150,424 | 155,988 | (5,564) | (4 |
| Costs and Expenses |  |  |  |  |
| Direct costs of rental operations: |  |  |  |  |
| Depreciation of rental equipment | 11,709 | 10,741 | 968 | 9% |
| Rental related services | 22,134 | 20,450 | 1,684 | 8% |
| Other | 26,052 | 23,990 | 2,062 | 9% |
| Total direct costs of rental operations | 59,895 | 55,181 | 4,714 | 9% |
| Costs of sales | 20,062 | 27,581 | (7,519) | (27 |
| Total costs of revenues | 79,957 | 82,762 | (2,805) | (3 |
| Gross Profit |  |  |  |  |
| Rental | 45,420 | 47,178 | (1,758) | (4 |
| Rental related services | 12,660 | 11,722 | 938 | 8% |
| Rental operations | 58,080 | 58,900 | (820) | (1 |
| Sales | 11,117 | 12,903 | (1,786) | (14 |
| Other | 1,270 | 1,423 | (153) | (11 |
| Total gross profit | 70,467 | 73,226 | (2,759) | (4 |
| Expenses: |  |  |  |  |
| Selling and administrative expenses | 37,448 | 36,777 | 671 | 2% |
| Income from operations | 33,019 | 36,449 | (3,430) | (9 |
| Interest expense allocation | 6,016 | 6,407 | (391) | (6 |
| Pre-tax income | $27,003 | $30,042 | $(3,039) | (10 |
| Other Selected Information |  |  |  |  |
| Adjusted EBITDA | $50,740 | $53,088 | $(2,348) | (4 |
| Average rental equipment 1 | $1,421,497 | $1,300,787 | $120,710 | 9% |
| Average rental equipment on rent | $996,249 | $959,077 | $37,172 | 4% |
| Average monthly total yield 2 | 1.95% | 2.10% |  | (7 |
| Average utilization 3 | 70.1% | 73.7% |  | (5 |
| Average monthly rental rate 4 | 2.78% | 2.85% |  | (2 |
| Period end rental equipment 1 | $1,440,670 | $1,315,405 | $125,265 | 10% |
| Period end utilization 3 | 70.6% | 73.1% |  | (3 |

1.

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

2.

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

3.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.

4.

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.

20

Mobile Modular’s gross profit for the three months ended June 30, 2026, decreased $2.8 million, or 4%, to $70.5 million. For the three months ended June 30, 2026, compared to the same period in 2025:

- Gross Profit on Rental Revenues – Rental revenues increased $1.3 million, or 2%, due to 4% higher average rental equipment on rent, partly offset by 2% lower average monthly rental rates in 2026. As a percentage of rental revenues, depreciation was 14% and 13% in 2026 and 2025, respectively, and other direct costs were 31% in 2026 and 29% in 2025, which resulted in gross margin percentages of 55% in 2026, compared to 58% in 2025. The higher rental revenues and lower rental margins resulted in gross profit on rental revenues decreasing $1.8 million, or 4%, to $45.4 million in 2026.
- Gross Profit on Rental Related Services – Rental related services revenues increased $2.6 million, or 8%, compared to 2025. The increase in rental related services revenues was primarily attributable to higher delivery, return delivery and installation revenues. The increase in rental related services revenues and comparable margin percentage of 36% in 2026, resulted in rental related services gross profit increasing $0.9 million, or 8%, to $12.7 million in 2026.
- Gross Profit on Sales – Sales revenues decreased $9.3 million, or 23%, compared to 2025, primarily due to lower new equipment sales. The lower sales revenues and higher gross margin percentage of 36% in 2026, compared to 32% in 2025, resulted in gross profit on sales decreasing $1.8 million, or 14%, to $11.1 million. Sales occur routinely as a normal part of Mobile Modular’s rental business; however, these sales and related gross margins can fluctuate from quarter to quarter and year to year depending on customer requirements, the scope of work to be performed, equipment availability and funding.

For the three months ended June 30, 2026, selling and administrative expenses increased $0.7 million, or 2%, to $37.4 million. The increase in selling and administrative expenses was primarily attributed to $1.1 million higher marketing and administrative expenses, partly offset by $0.3 million lower employees' salaries and benefit costs.

21

Portable Storage

For the three months ended June 30, 2026, Portable Storage’s total revenues increased $0.2 million, or 1%, to $23.5 million compared to the same period in 2025, primarily due to higher rental related services and sales revenues, partly offset by lower rental and other revenues. Lower gross profit on rental operations revenues and higher selling and administrative expenses, partly offset by higher gross profit on sales revenues and lower allocated interest expense, resulted in a decrease in pre-tax income of $2.2 million, or 34%, to $4.4 million in 2026.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

### Portable Storage – Three Months Ended 6/30/26 compared to Three Months Ended 6/30/25 (Unaudited)

| (dollar amounts in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (Decrease) / $ | Increase (Decrease) / % |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Rental | $16,856 | $16,939 | $(83) | — |
| Rental related services | 4,540 | 4,394 | 146 | 3% |
| Rental operations | 21,396 | 21,333 | 63 | — |
| Sales | 1,853 | 1,712 | 141 | 8% |
| Other | 270 | 301 | (31) | (10 |
| Total revenues | 23,519 | 23,346 | 173 | 1% |
| Costs and Expenses |  |  |  |  |
| Direct costs of rental operations: |  |  |  |  |
| Depreciation of rental equipment | 1,104 | 1,038 | 66 | 6% |
| Rental related services | 5,352 | 4,304 | 1,048 | 24% |
| Other | 2,265 | 1,918 | 347 | 18% |
| Total direct costs of rental operations | 8,721 | 7,260 | 1,461 | 20% |
| Costs of sales | 1,126 | 1,048 | 78 | 7% |
| Total costs of revenues | 9,847 | 8,308 | 1,539 | 19% |
| Gross Profit (Loss) |  |  |  |  |
| Rental | 13,487 | 13,983 | (496) | (4 |
| Rental related services | (812) | 90 | (902) | nm |
| Rental operations | 12,675 | 14,073 | (1,398) | (10 |
| Sales | 727 | 664 | 63 | 9% |
| Other | 270 | 301 | (31) | (10 |
| Total gross profit | 13,672 | 15,038 | (1,366) | (9 |
| Expenses: |  |  |  |  |
| Selling and administrative expenses | 8,488 | 7,547 | 941 | 12% |
| Income from operations | 5,184 | 7,491 | (2,307) | (31 |
| Interest expense allocation | 807 | 882 | (75) | (9 |
| Pre-tax income | $4,377 | $6,609 | $(2,232) | (34 |
| Other Selected Information |  |  |  |  |
| Adjusted EBITDA | $7,588 | $9,834 | $(2,246) | (23 |
| Average rental equipment 1 | $242,947 | $233,742 | $9,205 | 4% |
| Average rental equipment on rent | $141,546 | $142,896 | $(1,350) | (1 |
| Average monthly total yield 2 | 2.31% | 2.42% |  | (5 |
| Average utilization 3 | 58.3% | 61.1% |  | (5 |
| Average monthly rental rate 4 | 3.97% | 3.95% |  | 1% |
| Period end rental equipment 1 | $242,973 | $233,850 | $9,123 | 4% |
| Period end utilization 3 | 58.7% | 61.8% |  | (5 |

1.

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

2.

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

3.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.

4.

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.

nm = Not meaningful

22

Portable Storage’s gross profit for the three months ended June 30, 2026, decreased $1.4 million, or 9%, to $13.7 million. For the three months ended June 30, 2026, compared to the same period in 2025:

- Gross Profit on Rental Revenues – Rental revenues decreased $0.1 million due to 1% lower average rental equipment on rent in 2026, partly offset by 1% higher average monthly rental rates. As a percentage of rental revenues, depreciation was 7% and 6% in 2026 and 2025, respectively, and other direct costs were 13% and 11% in 2026 and 2025, respectively, which resulted in gross margin percentage of 80% and 83% in 2026 and 2025, respectively. The lower rental revenues and lower rental margins resulted in gross profit on rental revenues decreasing $0.5 million, or 4%, to $13.5 million in 2026.
- Gross Profit on Rental Related Services – Rental related services revenues increased 3% to $4.5 million in 2026. The gross margin on rental related services revenues was negative 18% in 2026, compared to 2% in 2025, primarily due to higher trucking related costs. The higher revenues coupled with lower gross margins in 2026 resulted in rental related services gross profit decreasing $0.9 million, when compared to 2025.
- Gross Profit on Sales– Sales revenues increased 8% to $1.9 million in 2026. The higher sales revenues and comparable gross margin of 39% in 2026, resulted in a $0.1 million increase in gross profit on sales revenues in 2026. Sales occur routinely as a normal part of Portable Storage’s rental business; however, these sales can fluctuate from period to period depending on customer requirements, equipment availability and funding.

For the three months ended June 30, 2026, Portable Storage’s selling and administrative expenses increased $0.9 million, or 12%, to $8.5 million, primarily attributed to $0.5 million higher employees' salaries and benefit costs.

23

TRS-RenTelco

For the three months ended June 30, 2026, TRS-RenTelco’s total revenues increased $6.1 million, or 17%, to $42.6 million, compared to the same period in 2025, primarily due to higher rental operations and sales revenues. The total revenue increase, together with higher gross profit on rental operations and sales revenues and lower interest expense, partly offset by an increase in selling and administrative expenses, resulted in an increase in pre-tax income of $4.8 million, or 60%, to $12.8 million for the three months ended June 30, 2026, when compared to 2025.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

### TRS-RenTelco – Three Months Ended 6/30/26 compared to Three Months Ended 6/30/25 (Unaudited)

| (dollar amounts in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (Decrease) / $ | Increase (Decrease) / % |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Rental | $31,843 | $27,137 | $4,706 | 17% |
| Rental related services | 1,283 | 917 | 366 | 40% |
| Rental operations | 33,126 | 28,054 | 5,072 | 18% |
| Sales | 8,707 | 7,713 | 994 | 13% |
| Other | 720 | 649 | 71 | 11% |
| Total revenues | 42,553 | 36,416 | 6,137 | 17% |
| Costs and Expenses |  |  |  |  |
| Direct costs of rental operations: |  |  |  |  |
| Depreciation of rental equipment | 10,415 | 9,647 | 768 | 8% |
| Rental related services | 890 | 723 | 167 | 23% |
| Other | 6,159 | 5,611 | 548 | 10% |
| Total direct costs of rental operations | 17,464 | 15,981 | 1,483 | 9% |
| Costs of sales | 2,926 | 4,072 | (1,146) | (28 |
| Total costs of revenues | 20,390 | 20,053 | 337 | 2% |
| Gross Profit |  |  |  |  |
| Rental | 15,269 | 11,879 | 3,390 | 29% |
| Rental related services | 393 | 194 | 199 | 103% |
| Rental operations | 15,662 | 12,073 | 3,589 | 30% |
| Sales | 5,781 | 3,641 | 2,140 | 59% |
| Other | 720 | 649 | 71 | 11% |
| Total gross profit | 22,163 | 16,363 | 5,800 | 35% |
| Expenses: |  |  |  |  |
| Selling and administrative expenses | 8,262 | 7,320 | 942 | 13% |
| Income from operations | 13,901 | 9,043 | 4,858 | 54% |
| Interest expense allocation | 1,051 | 1,133 | (82) | (7 |
| Foreign currency exchange loss (gain) | 38 | (81) | 119 | nm |
| Pre-tax income | $12,812 | $7,991 | $4,821 | 60% |
| Other Selected Information |  |  |  |  |
| Adjusted EBITDA | $24,993 | $19,314 | $5,679 | 29% |
| Average rental equipment 1 | $344,717 | $330,532 | $14,185 | 4% |
| Average rental equipment on rent | $234,723 | $214,318 | $20,405 | 10% |
| Average monthly total yield 2 | 3.08% | 2.74% |  | 12% |
| Average utilization 3 | 68.1% | 64.8% |  | 5% |
| Average monthly rental rate 4 | 4.52% | 4.22% |  | 7% |
| Period end rental equipment 1 | $351,565 | $330,535 | $21,030 | 6% |
| Period end utilization 3 | 68.9% | 64.8% |  | 6% |

1.

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

2.

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

3.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.

4.

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.

nm = Not meaningful

24

TRS-RenTelco’s gross profit for the three months ended June 30, 2026 increased $5.8 million, or 35%, to $22.2 million. For the three months ended June 30, 2026 compared to the same period in 2025:

- Gross Profit on Rental Revenues – Rental revenues increased $4.7 million, or 17%, depreciation expense increased $0.8 million, or 8%, and other direct costs increased by $0.5 million, or 10%, resulting in a $3.4 million, or 29% increase in gross profit on rental revenues to $15.3 million. As a percentage of rental revenues, depreciation was 33% and 36% in 2026 and 2025, respectively, and other direct costs were 19% and 21% in 2026 and 2025, respectively, which resulted in a gross margin percentage of 48% in 2026 compared to 44% in 2025.
- Gross Profit on Sales – Sales revenues increased $1.0 million, or 13%, to $8.7 million in 2026. Gross profit on sales increased $2.1 million, or 59%, to $5.8 million, with a higher gross margin percentage of 66% in 2026, compared to 47% in 2025. Sales occur as a normal part of TRS-RenTelco’s rental business; however, these sales and related gross margins can fluctuate from quarter to quarter depending on customer requirements and related mix of equipment sold, equipment availability and funding.

For the three months ended June 30, 2026, selling and administrative expenses increased $0.9 million, or 13%, to $8.3 million, primarily attributed to $0.6 million higher allocated corporate expenses.

25

### Six Months Ended June 30, 2026 Compared to

Six Months Ended June 30, 2025

### Overview

Consolidated revenues for the six months ended June 30, 2026, decreased 6% to $419.7 million, from $431.0 million for the same period in 2025. Consolidated net income for the six months ended June 30, 2026, decreased 5% to $60.7 million, from $64.2 million for the same period in 2025. Earnings per diluted share for the six months ended June 30, 2026, decreased $0.14 to $2.47, compared to $2.61 for the same period in 2025. The decrease in consolidated net income during the current period was primarily attributed to lower gross profit on sales revenues and $5.5 million higher selling and administrative expenses, partly offset by higher gross profit on rental operations revenues, a $2.3 million reduction in interest expense incurred on outstanding debt obligations and a $1.8 million gain on sale of a corporate property.

For the six months ended June 30, 2026, on a consolidated basis:

- Gross profit decreased $2.4 million, or 1%, to $204.8 million in 2026. Mobile Modular’s gross profit decreased $3.5 million, or 3%, largely due to lower gross profit on rental and sales revenues, partly offset by higher gross profit on rental related services revenues. Portable Storage's gross profit decreased $2.2 million, or 8%, primarily due to lower gross profit on rental operations revenues. TRS-RenTelco’s gross profit increased $9.2 million, or 29%, primarily due to higher gross profit on rental operations and sales revenues. Enviroplex’s gross profit decreased $5.8 million due to lower sales revenues and comparable sales margins in 2026.
- Selling and administrative expenses increased $5.5 million to $110.0 million, primarily due to $2.7 million higher marketing and administrative expenses and $2.6 million higher employees' salaries and benefit costs.
- Other income, net, increased $1.8 million due to the gain on sale of a corporate property in 2026.
- Interest expense decreased $2.3 million to $13.6 million, which was primarily attributed to $16.9 million lower average debt levels of the Company and a lower effective interest rate in 2026 of 4.96%, compared to 5.63% for the same period in 2025.
- Pre-tax income contribution by Mobile Modular, Portable Storage and TRS-RenTelco was 63%, 10% and 27%, respectively, compared to 63%, 14% and 16%, respectively, for the comparable 2025 period. These results are discussed on a segment basis below. Enviroplex pre-tax income contribution was less than 1% in 2026, compared to 7% in 2025. The lower pre-tax income contribution from Enviroplex was primarily due to $19.0 million lower sales revenues in 2026.
- The provision for income taxes resulted in an effective tax rate of 26.9% and 26.1%, for the six month periods ended June 30, 2026 and 2025, respectively.
- Adjusted EBITDA decreased $4.1 million, or 3%, to $156.9 million for the six month period ended June 30, 2026.

26

Mobile Modular

For the six months ended June 30, 2026, Mobile Modular’s total revenues decreased $3.1 million, or 1%, to $284.8 million compared to the same period in 2025, primarily due to lower sales revenues, partly offset by higher rental operations revenues. The revenue decrease, together with lower gross profit on rental and sales revenues and higher selling and administrative expenses, partly offset by higher gross profit on rental related services revenues and a $1.4 million reduction in allocated interest expense, resulted in a $4.0 million decrease in pre-tax income to $51.1 million for the six months ended June 30, 2026, from $55.0 million for the same period in 2025.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

### Mobile Modular – Six Months Ended 6/30/26 compared to Six Months Ended 6/30/25 (Unaudited)

| (dollar amounts in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (Decrease) / $ | Increase (Decrease) / % |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Rental | $164,618 | $160,404 | $4,214 | 3% |
| Rental related services | 65,554 | 61,647 | 3,907 | 6% |
| Rental operations | 230,171 | 222,051 | 8,120 | 4% |
| Sales | 52,073 | 62,974 | (10,901) | (17 |
| Other | 2,581 | 2,881 | (300) | (10 |
| Total revenues | 284,826 | 287,906 | (3,080) | (1 |
| Costs and Expenses |  |  |  |  |
| Direct costs of rental operations: |  |  |  |  |
| Depreciation of rental equipment | 23,367 | 21,294 | 2,073 | 10% |
| Rental related services | 41,869 | 40,190 | 1,679 | 4% |
| Other | 50,023 | 44,802 | 5,221 | 12% |
| Total direct costs of rental operations | 115,259 | 106,286 | 8,973 | 8% |
| Costs of sales | 34,387 | 42,926 | (8,539) | (20 |
| Total costs of revenues | 149,646 | 149,212 | 434 | 0% |
| Gross Profit |  |  |  |  |
| Rental | 91,228 | 94,308 | (3,080) | (3 |
| Rental related services | 23,685 | 21,457 | 2,228 | 10% |
| Rental operations | 114,913 | 115,765 | (852) | (1 |
| Sales | 17,686 | 20,048 | (2,362) | (12 |
| Other | 2,581 | 2,881 | (300) | (10 |
| Total gross profit | 135,180 | 138,694 | (3,514) | (3 |
| Expenses: |  |  |  |  |
| Selling and administrative expenses | 72,612 | 70,765 | 1,847 | 3% |
| Income from operations | 62,568 | 67,929 | (5,361) | (8 |
| Interest expense allocation | 11,505 | 12,914 | (1,409) | (11 |
| Pre-tax income | $51,063 | $55,015 | $(3,952) | (7 |
| Other Selected Information |  |  |  |  |
| Adjusted EBITDA | $97,923 | $100,719 | $(2,796) | (3 |
| Average rental equipment 1 | $1,403,928 | $1,292,797 | $111,131 | 9% |
| Average rental equipment on rent | $983,964 | $958,731 | $25,233 | 3% |
| Average monthly total yield 2 | 1.95% | 2.07% |  | (6 |
| Average utilization 3 | 70.1% | 74.2% |  | (5 |
| Average monthly rental rate 4 | 2.79% | 2.79% |  | — |
| Period end rental equipment 1 | $1,440,670 | $1,315,405 | $125,265 | 10% |
| Period end utilization 3 | 70.6% | 73.1% |  | (3 |

1.

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

2.

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

3.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.

4.

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.

27

Mobile Modular’s gross profit for the six months ended June 30, 2026, decreased $3.5 million, or 3%, to $135.2 million. For the six months ended June 30, 2026, compared to the same period in 2025:

- Gross Profit on Rental Revenues – Rental revenues increased $4.2 million, or 3%, due to 3% higher average rental equipment on rent and comparable average monthly rental rates in 2026. As a percentage of rental revenues, depreciation was 14% and 13% in 2026 and 2025, respectively, and other direct costs were 30% in 2026 and 28% in 2025, which resulted in gross margin percentages of 55% and 59% in 2026 and 2025, respectively. The higher rental revenues offset by lower rental margins, resulted in gross profit on rental revenues decreasing $3.1 million, or 3%, to $91.2 million in 2026.
- Gross Profit on Rental Related Services – Rental related services revenues increased $3.9 million, or 6%, compared to 2025. The increase in rental related services revenues was primarily attributable to higher delivery, return delivery and dismantle revenues. The increase in revenues and higher gross margin percentage of 36% in 2026, compared to 35% in 2025, resulted in rental related services gross profit increasing $2.2 million, or 10%, to $23.7 million in 2026.
- Gross Profit on Sales – Sales revenues decreased $10.9 million, or 17%, compared to 2025, primarily due to lower new equipment sales. The higher gross margin percentage of 34% in 2026 compared to 32% in 2025, together with lower sales revenue, resulted in gross profit on sales decreasing $2.4 million, or 12%, to $17.7 million. The higher gross margin on sales in 2026 was primarily due to a higher mix of used versus new sales. Sales occur routinely as a normal part of Mobile Modular’s rental business; however, these sales and related gross margins can fluctuate from quarter to quarter and year to year depending on customer requirements, the scope of work to be performed, equipment availability and funding.

For the six months ended June 30, 2026, selling and administrative expenses increased $1.8 million, or 3%, to $72.6 million, primarily due to a $1.3 million higher marketing and administrative expenses and $0.5 million higher allocated corporate expenses.  

28

Portable Storage

For the six months ended June 30, 2026, Portable Storage’s total revenues increased $0.8 million, or 2%, to $45.4 million compared to the same period in 2025, primarily due to higher sales and rental operations revenues. Lower gross profit on rental operations revenues and higher selling and administrative expenses, partly offset by $0.3 million lower allocated interest expense and higher gross profit on sales revenues, resulted in a decrease in pre-tax income of $3.7 million, or 30%, to $8.4 million in 2026.  

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

### Portable Storage – Six Months Ended 6/30/26 compared to Six Months Ended 6/30/25 (Unaudited)

| (dollar amounts in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (Decrease) / $ | Increase (Decrease) / % |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Rental | $33,139 | $33,014 | $125 | 0% |
| Rental related services | 8,383 | 8,025 | 358 | 4% |
| Rental operations | 41,522 | 41,039 | 483 | 1% |
| Sales | 3,458 | 2,956 | 502 | 17% |
| Other | 469 | 617 | (148) | (24 |
| Total revenues | 45,449 | 44,612 | 837 | 2% |
| Costs and Expenses |  |  |  |  |
| Direct costs of rental operations: |  |  |  |  |
| Depreciation of rental equipment | 2,196 | 2,070 | 126 | 6% |
| Rental related services | 9,945 | 8,237 | 1,708 | 21% |
| Other | 4,373 | 3,445 | 928 | 27% |
| Total direct costs of rental operations | 16,514 | 13,752 | 2,762 | 20% |
| Costs of sales | 2,149 | 1,879 | 270 | 14% |
| Total costs of revenues | 18,663 | 15,631 | 3,032 | 19% |
| Gross Profit (Loss) |  |  |  |  |
| Rental | 26,570 | 27,499 | (929) | (3 |
| Rental related services | (1,562) | (212) | (1,350) | nm |
| Rental operations | 25,008 | 27,287 | (2,279) | (8 |
| Sales | 1,309 | 1,077 | 232 | 22% |
| Other | 469 | 617 | (148) | (24 |
| Total gross profit | 26,786 | 28,981 | (2,195) | (8 |
| Expenses: |  |  |  |  |
| Selling and administrative expenses | 16,863 | 15,101 | 1,762 | 12% |
| Income from operations | 9,923 | 13,880 | (3,957) | (29 |
| Interest expense allocation | 1,560 | 1,852 | (292) | (16 |
| Pre-tax income | $8,363 | $12,028 | $(3,665) | (30 |
| Other Selected Information |  |  |  |  |
| Adjusted EBITDA | $14,728 | $18,421 | $(3,693) | (20 |
| Average rental equipment 1 | $242,855 | $233,501 | $9,354 | 4% |
| Average rental equipment on rent | $141,784 | $141,528 | $256 | 0% |
| Average monthly total yield 2 | 2.27% | 2.36% |  | (4 |
| Average utilization 3 | 58.4% | 60.6% |  | (4 |
| Average monthly rental rate 4 | 3.90% | 3.89% |  | 0% |
| Period end rental equipment 1 | $242,973 | $233,850 | $9,123 | 4% |
| Period end utilization 3 | 58.7% | 61.8% |  | (5 |

1.

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

2.

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

3.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.

4.

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.

nm = Not meaningful

29

Portable Storage’s gross profit for the six months ended June 30, 2026, decreased $2.2 million, or 8%, to $26.8 million. For the six months ended June 30, 2026, compared to the same period in 2025:

- Gross Profit on Rental Revenues – Rental revenues increased $0.1 million, due to comparable average monthly rental rates and average rental equipment on rent in 2026. As a percentage of rental revenues, depreciation was 7% and 6% in 2026 and 2025, respectively, and other direct costs were 13% and 10% in 2026 and 2025, respectively, which resulted in gross margin percentage of 80% and 83% in 2026 and 2025, respectively. The higher rental revenues and lower rental margins resulted in gross profit on rental revenues decreasing $0.9 million, or 3%, to $26.6 million in 2026.
- Gross Profit on Rental Related Services – Rental related services revenues was $8.4 million, an increase of $0.4 million compared to 2025. The gross margin on rental related services revenues was negative 19% in 2026, compared to negative 3% in 2025. The lower revenues coupled with lower gross margins in 2026 due to higher trucking costs, resulted in rental related services gross profit decreasing $1.4 million, when compared to 2025.
- Gross Profit on Sales– Sales revenues increased $0.5 million, primarily due to higher new and used equipment sales. The higher sales revenues and higher gross margins of 38% in 2026, compared to 36% in 2025, resulted in sales gross profit increasing $0.2 million, or 21%, to $1.3 million in 2026. Sales occur routinely as a normal part of Portable Storage’s rental business; however, these sales can fluctuate from period to period depending on customer requirements, equipment availability and funding.

For the six months ended June 30, 2026, Portable Storage’s selling and administrative expenses increased $1.8 million, or 12%, to $16.9 million, primarily attributed $1.1 million higher employees' salaries and benefit costs and $0.3 million higher marketing and administrative expenses.

30

TRS-RenTelco

For the six months ended June 30, 2026, TRS-RenTelco’s total revenues increased $9.8 million, or 14%, to $81.3 million, compared to the same period in 2025, primarily due to higher rental operations and sales revenues. Higher gross profit on rental operations and sales revenues and $0.4 million lower allocated interest expense, partly offset by $1.5 million higher selling and administrative expenses, resulted in a $8.0 million, or 56%, increase in pre-tax income to $22.1 million for the six months ended June 30, 2026, from $14.2 million for the same period in 2025.  

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

### TRS-RenTelco – Six Months Ended 6/30/26 compared to Six Months Ended 6/30/25 (Unaudited)

| (dollar amounts in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (Decrease) / $ | Increase (Decrease) / % |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Rental | $60,784 | $52,680 | $8,104 | 15% |
| Rental related services | 2,253 | 1,727 | 526 | 30% |
| Rental operations | 63,037 | 54,407 | 8,630 | 16% |
| Sales | 16,739 | 15,692 | 1,047 | 7% |
| Other | 1,483 | 1,336 | 147 | 11% |
| Total revenues | 81,259 | 71,435 | 9,824 | 14% |
| Costs and Expenses |  |  |  |  |
| Direct costs of rental operations: |  |  |  |  |
| Depreciation of rental equipment | 20,380 | 19,567 | 813 | 4% |
| Rental related services | 1,679 | 1,363 | 316 | 23% |
| Other | 12,210 | 10,924 | 1,286 | 12% |
| Total direct costs of rental operations | 34,269 | 31,854 | 2,415 | 8% |
| Costs of sales | 6,562 | 8,343 | (1,781) | (21 |
| Total costs of revenues | 40,831 | 40,197 | 634 | 2% |
| Gross Profit |  |  |  |  |
| Rental | 28,194 | 22,189 | 6,005 | 27% |
| Rental related services | 574 | 364 | 210 | 58% |
| Rental operations | 28,768 | 22,553 | 6,215 | 28% |
| Sales | 10,177 | 7,349 | 2,828 | 38% |
| Other | 1,483 | 1,336 | 147 | 11% |
| Total gross profit | 40,428 | 31,238 | 9,190 | 29% |
| Expenses: |  |  |  |  |
| Selling and administrative expenses | 16,253 | 14,758 | 1,495 | 10% |
| Income from operations | 24,175 | 16,480 | 7,695 | 47% |
| Interest expense allocation | 1,994 | 2,410 | (416) | (17 |
| Foreign currency exchange loss (gain) | 71 | (86) | 157 | nm |
| Pre-tax income | $22,110 | $14,156 | $7,954 | 56% |
| Other Selected Information |  |  |  |  |
| Adjusted EBITDA | $45,849 | $37,248 | $8,601 | 23% |
| Average rental equipment 1 | $339,564 | $334,607 | $4,957 | 1% |
| Average rental equipment on rent | $227,309 | $210,718 | $16,591 | 8% |
| Average monthly total yield 2 | 2.98% | 2.62% |  | 14% |
| Average utilization 3 | 66.9% | 63.0% |  | 6% |
| Average monthly rental rate 4 | 4.46% | 4.17% |  | 7% |
| Period end rental equipment 1 | $351,565 | $330,535 | $21,030 | 6% |
| Period end utilization 3 | 68.9% | 64.8% |  | 6% |

1.

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

2.

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

3.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.

4.

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.

nm = Not meaningful

31

TRS-RenTelco’s gross profit for the six months ended June 30, 2026 increased $9.2 million, or 29%, to $40.4 million. For the six months ended June 30, 2026 compared to the same period in 2025:

- Gross Profit on Rental Revenues – Rental revenues increased $8.1 million, or 15%, depreciation expense increased $0.8 million, or 4%, and other direct costs increased by $1.3 million, or 12%, resulting in a 27% increase in gross profit on rental revenues to $28.2 million. As a percentage of rental revenues, depreciation was 34% and 37% in 2026 and 2025, respectively, and other direct costs were 20% and 21%, in 2026 and 2025, respectively, which resulted in a gross margin percentage of 46% and 42% in 2026 and 2025, respectively. The increase in rental revenues was primarily due to a 8% increase in average rental equipment on rent and 7% higher average monthly rental rates in 2026, as compared to 2025.
- Gross Profit on Sales – Sales revenues increased $1.0 million, or 7%, to $16.7 million in 2026. Gross profit on sales was $10.2 million, an increase of $2.8 million, or 38%, compared to 2025, with a higher gross margin percentage of 61% in 2026, compared to 47% in 2025. Sales occur as a normal part of TRS-RenTelco’s rental business; however, these sales and related gross margins can fluctuate from quarter to quarter depending on customer requirements and related mix of equipment sold, equipment availability and funding.

For the six months ended June 30, 2026, selling and administrative expenses increased $1.5 million, or 10%, to $16.3 million. The increase was primarily attributed to $1.1 million higher allocated corporate expenses when compared to 2025.

32

### Adjusted EBITDA

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 June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Twelve Months Ended June 30, 2026 | Twelve Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Net income | $33,671 | $35,973 | $60,704 | $64,182 | $152,830 | $252,448 |
| Provision for income taxes | 12,462 | 13,484 | 22,298 | 22,689 | 56,382 | 89,202 |
| Interest expense | 7,112 | 7,795 | 13,613 | 15,954 | 28,281 | 37,454 |
| Depreciation and amortization | 28,456 | 26,339 | 56,280 | 52,739 | 110,610 | 106,063 |
| EBITDA | 81,701 | 83,591 | 152,895 | 155,564 | 348,103 | 485,167 |
| Share-based compensation | 2,857 | 2,779 | 5,679 | 5,322 | 11,582 | 10,268 |
| Transaction costs 3 | 53 | 155 | 164 | 155 | 475 | 41,593 |
| Other income, net 4 | (1,814) | — | (1,814) | — | (1,814) | — |
| Gain on merger termination from WillScot Mobile Mini 5 | — | — | — | — | — | (180,000) |
| Adjusted EBITDA 1 | $82,797 | $86,525 | $156,924 | $161,041 | $358,348 | $357,028 |
| Adjusted EBITDA margin 2 | 37% | 37% | 37% | 37% | 38% | 38% |

1.

Adjusted EBITDA is defined as income from operations before interest expense, provision for income taxes, depreciation, amortization, 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 merger and 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.

5.

The gain on merger termination from WillScot Mobile Mini was considered a non-operating transaction and is excluded from Adjusted EBITDA.

33

### Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA

| (dollar amounts in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Twelve Months Ended June 30, 2026 | Twelve Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Net cash provided by operating activities | $63,326 | $55,812 | $105,692 | $109,694 | $251,683 | $345,440 |
| Change in certain assets and liabilities: |  |  |  |  |  |  |
| Accounts receivable, net | 17,780 | 24,919 | 8,011 | 14,459 | 6,075 | 16,422 |
| Inventories, prepaid expenses and other assets | 30,691 | 11,427 | 40,729 | 3,263 | 34,062 | 2,193 |
| Accounts payable and accrued liabilities | (39,736) | (20,522) | (18,784) | 10,266 | (15,147) | (137,663) |
| Deferred income | (24,781) | (8,050) | (29,721) | (15,124) | (14,925) | 9,664 |
| Amortization of debt issuance costs | (1) | (22) | (5) | (45) | (166) | (107) |
| Foreign currency exchange (loss) gain | (38) | 81 | (71) | 86 | (77) | 34 |
| Gain on sale of used rental equipment | 11,103 | 10,281 | 18,035 | 16,674 | 45,552 | 36,222 |
| Income taxes paid, net of refunds received | 19,505 | 5,762 | 19,780 | 5,786 | 24,110 | 46,909 |
| Interest paid | 4,948 | 6,837 | 13,258 | 15,982 | 27,181 | 37,912 |
| Adjusted EBITDA 1 | $82,797 | $86,525 | $156,924 | $161,041 | $358,348 | $357,028 |

1.

Adjusted EBITDA is defined as income from operations before interest expense, provision for income taxes, depreciation, amortization, share-based compensation and non-operating transactions.

Adjusted EBITDA is a component of two restrictive financial covenants for the Company’s unsecured Credit Facility, the Note Purchase Agreement, Series D, E, F and G Senior Notes (as defined and more fully described under the heading “Liquidity and Capital Resources” in this MD&A). These instruments contain financial covenants requiring the Company to not:

- Permit the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Facility and the Note Purchase Agreement (as defined and more fully described under the heading “Liquidity and Capital Resources” in this MD&A)) of Adjusted EBITDA (as defined in the Credit Facility and the Note Purchase Agreement) to fixed charges as of the end of any fiscal quarter to be less than 2.50 to 1. At June 30, 2026, the actual ratio was 3.93 to 1.
- Permit the Consolidated Leverage Ratio of funded debt (as defined in the Credit Facility and the Note Purchase Agreement) to Adjusted EBITDA at any time during any period of four consecutive quarters to be greater than 2.75 to 1. At June 30, 2026, the actual ratio was 1.65 to 1.

At June 30, 2026, the Company was in compliance with each of the aforementioned covenants. There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although, significant deterioration in our financial performance could impact the Company’s ability to comply with these covenants.

### Liquidity and Capital Resources

The Company’s rental businesses are capital intensive and generate significant cash flows. Cash flows for the Company for the six months ended June 30, 2026 compared to the same period in 2025 are summarized as follows:

Cash Flows from Operating Activities: The Company’s operations provided net cash of $105.7 million in 2026, compared to $109.7 million in 2025. The $4.0 million decrease in net cash provided by operating activities was primarily attributable to $28.3 million lower cash provided from prepaid expenses and other assets, a result of the timing of cash payments made and expense recognition during the period. Further, the Company's deferred income provided for $14.6 million higher cash flows in 2026, a result of the timing of customer billings, cash proceeds received and recognition of revenue. Lastly, accrued expenses provided for a $12.7 million increase to cash flows in 2026, primarily attributed to an increase in accrued leased real estate related expenses.

Cash Flows from Investing Activities: Net cash used in investing activities was $118.4 million in 2026, up from $61.6 million in 2025. The $56.8 million increase in net cash used was primarily due to $73.8 million higher rental equipment purchases when compared to the previous year, a result of customer demand. Further, the Company had $12.3 million lower cash paid for the acquisition of businesses during the current period, which partly offset the increase in net cash used.

Cash Flows from Financing Activities: Net cash provided by financing activities was $16.8 million in 2026, compared to $47.4 million in net cash used during 2025. The $64.2 million change was largely attributed to increased borrowings under bank lines of credit, primarily the result of higher rental equipment investment, the $60.0 million principal payment of Series E senior notes, $27.5 million in repurchases of common stock during the period and $24.7 million of dividend payments, when compared to 2025.  

34

Significant capital expenditures are required to maintain and grow the Company’s rental assets. During the last three years, the Company has financed its working capital and capital expenditure requirements through cash flow from operations, proceeds from the sale of rental equipment and from borrowings. Sales occur routinely as a normal part of the Company’s rental business. However, these sales can fluctuate from period to period depending on customer requirements and funding. Although the net proceeds received from sales may fluctuate from period to period, the Company believes its liquidity will not be adversely impacted from lower sales in any given year because it believes it has the ability to increase its bank borrowings and conserve its cash in the future by reducing the amount of cash it uses to purchase rental equipment, pay dividends, or repurchase the Company’s common stock.

### Unsecured Revolving Lines of Credit

On May 8, 2026, the Company entered into an amended and restated credit agreement with Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and lender, and other lenders named therein (the “Credit Facility”). The Credit Facility provides for a $725.0 million unsecured revolving credit facility (which may be further increased to $950.0 million, which includes a $40.0 million sublimit for the issuance of standby letters of credit and a $20.0 million sublimit for swingline loans. The proceeds of the Credit Facility are available to be used for general corporate purposes, including permitted acquisitions. The Credit Facility permits the Company’s existing indebtedness to remain, which includes the Company’s $20.0 million Treasury Sweep Note due July 15, 2027, the Company’s existing senior notes issued pursuant to the Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc., dated as of June 8, 2023 (as amended): (i) the $40.0 million aggregate outstanding principal of notes issued March 17, 2021 and due March 17, 2028, and (ii) the $60.0 million aggregate outstanding principal of notes issued June 16, 2021 and due June 16, 2026, and (iii) the $75.0 million aggregate outstanding principal of notes issued September 27, 2023 and due September 27, 2030, and (iv) the $75.0 million aggregate outstanding principal of notes issued September 8, 2025 and due September 8, 2032. In addition, the Company may incur additional senior note indebtedness in an aggregate amount not to exceed $350.0 million. The Credit Facility matures on May 8, 2031, and replaced the Company’s prior $650.0 million credit facility dated July 15, 2022 with Bank of America, N.A., as agent, as amended. All obligations outstanding under the prior credit facility as of the date of the Credit Facility were refinanced by the Credit Facility on May 8, 2026.

On May 20, 2026, the Company entered into an amended and restated Credit Facility Letter Agreement and a Credit Line Note in favor of U.S. Bank, N.A., which provides for a $20.0 million line of credit facility related to its cash management services (“Sweep Service Facility”). The Sweep Service Facility matures on the earlier of May 20, 2031, or the date the Company ceases to utilize U.S. Bank, N.A. for its cash management services. The Sweep Service Facility replaced the Company’s prior $20.0 million sweep service facility, dated as of August 19, 2022.  

At June 30, 2026, under the Credit Facility and Sweep Service Facility, the Company had unsecured lines of credit that permit it to borrow up to $725.0 million of which $399.9 million was outstanding and had capacity to borrow up to an additional $325.1 million. The Credit Facility contains financial covenants requiring the Company to not (all defined terms used below not otherwise defined herein have the meaning assigned to such terms in the Credit Facility):

- Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter to be less than 2.50 to 1. At June 30, 2026, the actual ratio was 3.93 to 1.
- Permit the Consolidated Leverage Ratio at any time during any period of four consecutive fiscal quarters to be greater than 2.75 to 1. At June 30, 2026, the actual ratio was 1.65 to 1.

At June 30, 2026, the Company was in compliance with each of the aforementioned covenants. There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although significant deterioration in our financial performance could impact the Company’s ability to comply with these covenants.

### Note Purchase and Private Shelf Agreement

On June 8, 2023, the Company entered into a Second Amended and Restated Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement”) with PGIM, Inc. (“PGIM”) and the holders of Series D and Series E Notes previously issued pursuant to the Prior NPA. The Note Purchase Agreement amended and restated, and superseded in its entirety, the Prior NPA. Pursuant to the Prior NPA, the Company issued (i) $40.0 million aggregate principal amount of its 2.57% Series D Senior Notes, due March 17, 2028, and (ii) $60.0 million aggregate principal amount of its 2.35% Series E Senior Notes, paid in full on June 16, 2026, to which the terms of the Note Purchase Agreement applied.

In addition, pursuant to the Note Purchase Agreement, the Company may authorize the issuance and sale of additional senior notes (the “Shelf Notes”) in the aggregate principal amount of (x) $300 million minus (y) the amount of other notes (such as the Series D Senior Notes, Series E Senior Notes, Series F Senior Notes and Series G Senior Notes, each defined below) then outstanding, to be dated the date of issuance thereof, to mature, in case of each Shelf Note so issued, no more than 15 years after the date of original issuance

35

thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in accordance with the Note Purchase Agreement. Shelf Notes may be issued and sold from time to time at the discretion of the Company’s Board of Directors and in such amounts as the Board of Directors may determine, subject to prospective purchasers’ agreement to purchase the Shelf Notes. The Company will sell the Shelf Notes directly to such purchasers. The full net proceeds of each Shelf Note will be used in the manner described in the applicable Request for Purchase with respect to such Shelf Note.  

### 5.30% Senior Notes Due in 2032

On September 8, 2025, the Company issued and sold to the purchasers $75.0 million aggregate principal amount of 5.30% Series G Notes (the “Series G Senior Notes”) pursuant to the terms of the Note Purchase Agreement.

The Series G Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 5.30% per annum and mature on September 8, 2032. Interest on the Series G Senior Notes is payable semi-annually beginning on March 8, 2026 and continuing thereafter on September 8 and March 8 of each year until maturity. The principal balance is due when the notes mature on September 8, 2032. The full net proceeds from the Series G Senior Notes were used to pay down the Company’s term loan "A" facility in its entirety. At June 30, 2026, the principal balance outstanding under the Series G Senior Notes was $75.0 million.

### 6.25% Senior Notes Due in 2030

On September 27, 2023, the Company issued and sold to the purchasers $75.0 million aggregate principal amount of 6.25% Series F Notes (the “Series F Senior Notes”) pursuant to the terms of the Second Amended and Restated Note Purchase and Private Shelf Agreement, dated June 8, 2023 (the “Note Purchase Agreement”), among the Company, PGIM, Inc. and the noteholders party thereto.  

The Series F Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 6.25% per annum and mature on September 27, 2030. Interest on the Series F Senior Notes is payable semi-annually beginning on March 27, 2024 and continuing thereafter on September 27 and March 27 of each year until maturity. The principal balance is due when the notes mature on September 27, 2030. The full net proceeds from the Series F Senior Notes will primarily be used to fulfill the income tax obligations incurred from the divestiture of Adler Tanks. At June 30, 2026, the principal balance outstanding under the Series F Senior Notes was $75.0 million.

### 2.57% Senior Notes Due in 2028

On March 17, 2021, the Company issued and sold to the purchasers $40.0 million aggregate principal amount of 2.57% Series D Notes (the “Series D Senior Notes”) pursuant to the terms of the Amended and Restated Note Purchase and Private Shelf Agreement, dated March 31, 2020 (the “Note Purchase Agreement”), among the Company, PGIM, Inc. and the noteholders party thereto.  

The Series D Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 2.57% per annum and mature on March 17, 2028. Interest on the Series D Senior Notes is payable semi-annually beginning on September 17, 2021 and continuing thereafter on March 17 and September 17 of each year until maturity. The principal balance is due when the notes mature on March 17, 2028. The full net proceeds from the Series D Senior Notes were used to pay off the Company’s $40 million Series B Senior Notes. At June 30, 2026, the principal balance outstanding under the Series D Senior Notes was $40.0 million.

### 2.35% Senior Notes Due in 2026

On June 16, 2021, the Company issued and sold to the purchasers $60.0 million aggregate principal amount of 2.35% Series E Notes (the "Series E Notes") pursuant to the terms of the Amended and Restated Note Purchase and Private Shelf Agreement, dated March 31, 2020 (the “Note Purchase Agreement”), among the Company, PGIM, Inc. and the noteholders party thereto.  

The Series E Senior Notes were an unsecured obligation of the Company and bore an interest at a rate of 2.35% per annum and matured on June 16, 2026. Interest on the Series E Senior Notes was payable semi-annually beginning on December 16, 2021 and continuing thereafter on June 16 and December 16 of each year until maturity. The principal balance was due when the note matured on June 16, 2026. The full net proceeds from the Series E Senior Notes were used to pay down the Company’s credit facility. At June 30, 2026, the principal balance under the Series E Senior Notes was paid in full.

36

Among other restrictions, the Note Purchase Agreement, which has superseded in its entirety the Prior NPA, under which the Series D, E, F and G Senior Notes were sold, contains financial covenants requiring the Company to not (all defined terms used below not otherwise defined herein have the meaning assigned to such terms in the Note Purchase Agreement):

- Permit the Consolidated Fixed Charge Coverage Ratio of EBITDA to fixed charges as of the end of any fiscal quarter to be less than 2.50 to 1. At June 30, 2026, the actual ratio was 3.93 to 1.
- Permit the Consolidated Leverage Ratio of funded debt to EBITDA at any time during any period of four consecutive quarters to be greater than 2.75 to 1. At June 30, 2026, the actual ratio was 1.65 to 1.

At June 30, 2026, the Company was in compliance with each of the aforementioned covenants. There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although significant deterioration in our financial performance could impact the Company’s ability to comply with these covenants.

Although no assurance can be given, the Company believes it will continue to be able to negotiate general bank lines of credit and issue senior notes adequate to meet capital requirements not otherwise met by operational cash flows and proceeds from sales of rental equipment.  

### Contractual Obligations and Commitments

We believe that our contractual obligations and commitments have not changed materially from those included in our 2025 Annual Report.

### Critical Accounting Estimates

There were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the six month period ended June 30, 2026. Refer to our 2025 Annual Report for a discussion of our critical accounting policies and estimates.

## Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s market risk exposures from those reported in our 2025 Annual Report.

## Item 4. Controls and Procedures

The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), the Company’s principal executive officer and principal financial officer, respectively, performed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2026. There were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

37

Part II -Other Information

## Item 1. Legal Proceedings

The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect that the outcome in the current proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, operating results or cash flows.

## 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.

## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

### 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.

| Period | Total Number of Shares Purchased | Average price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum 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 31 | 113,591 | $104.44 | 113,591 | (113,591) |
| April 1 - April 30 | — | — | — | — |
| May 1 - May 31 | 136,409 | $112.47 | 136,409 | (136,409) |
| June 1 - June 30 | — | — | — | — |
| Total | $250,000 | $108.82 | 250,000 | 1,750,000 |

1.

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

38

"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.

## Item 3. Defaults Upon Senior Securities

None.

## Item 4. Mine Safety Disclosures

None.

## Item 5. Other Information

### Rule 10b5-1 Trading Plans

During the quarter ended June 30, 2026, no Company director or Section 16 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).

39

## Item 6. Exhibits

|  |  |
| --- | --- |
| 2.1 | Third Amended and Restated Credit Agreement, dated May 8, 2026, by and among the Company, Bank of America, N.A., U.S. Bank, N.A., Wells Fargo Bank, N.A., and other lenders set forth therein (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 11, 2026). |
| 4.1 | Amended and Restated Credit Facility Letter Agreement, dated as of May 20, 2026, between the Company and U.S. Bank, N.A. |
| 4.2 | Amended and Restated Credit Line Note, dated as of May 20, 2026, in favor of U.S. Bank, N.A. |
| 15.1 | Awareness Letter From Grant Thornton LLP. |
| 31.1 | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101 | The following materials from McGrath RentCorp’s Quarterly report on Form 10-Q for the quarter ended June 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income, (ii) the Condensed Consolidated Balance Sheet, (iii) the Condensed Consolidated Statement of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |

40

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, thereunto duly authorized.

Date: July 29, 2026 McGrath RentCorp

By: /s/ Keith E. Pratt

Keith E. Pratt

Executive Vice President and Chief Financial Officer

By: /s/ David M. Whitney

David M. Whitney

Senior Vice President and Chief Accounting Officer

41

---

## EX-4.1

SEC source: [mgrc-ex4_1.htm](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex4_1.htm)

Exhibit 4.1

THIRD AMENDED AND RESTATED FACILITY LETTER

May 20, 2026

Mr. Keith E. Pratt  
Senior Vice President and  
Chief Financial Officer  
McGrath RentCorp  
5700 Las Positas Road  
Livermore, CA 94550

Re: $20,000,000.00 Committed Credit Facility

Dear Mr. Pratt:

U.S. Bank, N.A. (“Bank”) is pleased to provide McGrath RentCorp, a California corporation (“Borrower”) a committed credit facility (“Facility”) under which the Bank will make advances to the Borrower from time to time from the date hereof up to and including May 20, 2031, not to exceed at any time the maximum principal amount of Twenty Million Dollars ($20,000,000.00), to be governed by the terms of that certain Third Amended and Restated Credit Line Note (“Credit Line Note”) of even date herewith by Borrower in favor of Bank, and also subject to the conditions and agreements set forth below.

1.

The Facility is made available only in connection with Borrower’s use of the Bank’s sweep service for management of its checking account balances (“Sweep Service”). Therefore, this Facility shall commence on the date (“Effective Date”) of this letter and this Facility shall terminate, if not earlier terminated, on the date Borrower ceases to continue as a Sweep Service customer. Upon such termination Bank shall have no further obligation to fund advances under this Facility, and all amounts owing under the Credit Line Note shall become immediately due and payable.

2.

The occurrence of an Event of Default under the Multibank Agreement or the Credit Line Note shall be a default under this Facility. The term “Multibank Agreement” as used herein means that certain Third Amended and Restated Credit Agreement dated as of May 8, 2026, by and among Borrower, Bank, Bank of America, N.A., as administrative agent, and the other lenders party thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof. Each capitalized term not otherwise defined herein shall have the meaning set forth in the Multibank Agreement.

3.

In the event the Multibank Agreement terminates or expires prior to the termination or expiration of this Facility, the provisions of Articles VI and VII thereof (excluding Section 6.12) shall nevertheless survive as between Borrower and Bank with respect to this Facility and shall be incorporated herein by reference and shall continue in effect (as in effect on the date of such termination or expiration) as covenants of the Borrower under this Facility until this Facility terminates and all obligations under the Credit Line Note have been paid in full.

If numpages 3 = 1 DOCPROPERTY "DOCID" \* MERGEFORMAT #538309152_v2 ""

McGrath Rentcorp

Page 2

4.

Borrower acknowledges that any amount outstanding under the Credit Line Note is included within the definition of “Indebtedness” under the Multibank Agreement.

5.

Borrower shall pay to Bank a non-refundable commitment fee for this Facility, on the average unused amount of the Facility during such period, for the period of time during which this Facility is available. Such fee shall be payable in arrears in quarterly installments on the last day of each March, June, September, and December, and on the last day this Facility is available, to be computed at the rate per annum equal to (i) 0.30% if the Consolidated Leverage Ratio is greater than 2.50:1.00, (ii) 0.25% if the Consolidated Leverage Ratio is less than or equal to 2.50:1.00 but greater than 2.00:1.00, (iii) 0.20% if the Consolidated Leverage Ratio is less than or equal to 2.00:1.00 but greater than 1.50:1.00, and (iv) 0.15% if the Consolidated Leverage Ratio is less than or equal to 1.50:1.00. The commitment fee shall be computed on a basis of a 360-day year and actual days elapsed. For the period from the Closing Date through the date on which the Compliance Certificate is delivered pursuant to Section 6.02(a) for the fiscal quarter of the Borrower ending June 30, 2026, the Applicable Rate shall be determined in accordance with Pricing Level 2.

6.

This Facility letter will be governed by the laws of the State of New York.

7.

On and as of the Effective Date, the Second Amended and Restated Facility Letter, dated August 10, 2022 between the Bank and Borrower (the “Existing Facility Letter”) shall be amended, restated and superseded in its entirety by this letter. The parties hereto acknowledge and agree that (i) this letter, the Credit Line Note and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment or reborrowing, or termination of the obligations owed by the Borrower to the Bank under the Credit Line Note (as defined in the Existing Facility Letter) (the “Existing Credit Line Note”) as in effect prior to the Closing Date and (ii) such obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this letter or the Credit Line Note. Each reference to the “Facility Letter” or “Credit Line Note” in any Loan Document shall be deemed to be a reference to the Existing Facility Letter or Existing Credit Line Note as amended and restated hereby or by the Credit Line Note, respectively. Borrower acknowledges and agrees that any of the Loan Documents to which it is a party or is otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid, enforceable, ratified and confirmed in all respects and shall not be impaired or limited by the execution or effectiveness of this letter.

Enclosed are the original Credit Line Note, an Authorization to Obtain Credit, Grant Security, Guarantee or Subordinate and an Authorization to Disburse, which together with any other contract, instrument or document Bank requires to be executed and delivered in connection with this Facility are the “Loan Documents” (and each is a “Loan Document”). The Borrower’s execution of the Loan Documents and return of them to Bank together with an appropriate corporate resolution and incumbency certificate acceptable to Bank constitutes its agreement to the terms and conditions of this Facility.

To the extent permitted by law, in connection with any claim, cause of action, proceeding or other dispute concerning the loan documents (each a “Claim”), the parties to this Facility letter expressly, intentionally, and deliberately waive any right each may otherwise have to trial by jury.

DOCPROPERTY "DOCID" \* MERGEFORMAT #538309152_v3

McGrath Rentcorp

Page 3

In the event that the waiver of jury trial set forth in the previous sentence is not enforceable under the law applicable to this Facility letter, the parties to this Facility letter agree that any Claim, including any question of law or fact relating thereto, shall, at the written request of any party, be determined by judicial reference pursuant to the state law applicable to this Facility letter. The parties shall select a single neutral referee, who shall be a retired state or federal judge. In the event that the parties cannot agree upon a referee, the court shall appoint the referee. The referee shall report a statement of decision to the court. Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral or obtain provisional remedies. The parties shall bear the fees and expenses of the referee equally, unless the referee orders otherwise. The referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. The parties acknowledge that if a referee is selected to determine the Claims, then the Claims will not be decided by a jury.

We look forward to continuing to serve you.

Yours truly,

U.S. BANK, N. A.

By: Name: Jason Hall  
Title: Vice President

Accepted And Agreed as of May 20, 2026:

MCGRATH RENTCORP,  
a California Corporation

By: Name: Keith E. Pratt  
Title: Senior Vice President and Chief Financial Officer

DOCPROPERTY "DOCID" \* MERGEFORMAT #538309152_v3

---

## EX-4.2

SEC source: [mgrc-ex4_2.htm](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex4_2.htm)

Exhibit 4.2

FOURTH AMENDED AND RESTATED CREDIT LINE NOTE

Borrower Name<br>MCGRATH RENTCORP, a California corporation

Borrower Address<br>5700 Las Positas Road   Livermore, California 94550 Office<br>East Bay Corporate Banking<br>\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_   Maturity Date   May 20, 2031<br> Loan Number   <br>\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_   Amount   $20,000,000

$20,000,000 July 2, 2026

FOR VALUE RECEIVED, on May 20, 2031, the undersigned (“Borrower”) promises to pay to the order of U.S. BANK, N.A. (“Bank”), as indicated below, the principal sum of Twenty Million Dollars ($20,000,000), or so much thereof as is disbursed and then outstanding, together with interest on the balance of such principal sum from time to time outstanding, at a per annum rate equal to the Reference Rate plus the Applicable Margin, such per annum rate to change as and when the Reference Rate shall change. Amounts borrowed hereunder may be repaid and reborrowed. Borrower may at any time prepay amounts borrowed hereunder (including in connection with any termination by Borrower of the Sweep Service as defined in the Facility Letter (as defined below)) without penalty or premium.

As used herein, the term “Applicable Margin” shall mean (i) 1.25% per annum from the date of this Note until delivery of the Compliance Certificate (as defined in the Multibank Agreement) for the quarter ending June 30, 2026, and thereafter, (ii)(A) 1.75% per annum, effective on the first day of the month following the month in which Bank receives a Compliance Certificate from Borrower demonstrating a Consolidated Leverage Ratio for the fiscal quarter covered thereby was greater than 2.50:1.00, (B) 1.50% per annum, effective on the first day of the month following the month in which Bank receives a financial statement from Borrower demonstrating a Consolidated Leverage Ratio for the fiscal quarter covered thereby was less than or equal to 2.50:1.00 but greater than 2.00:1.00, (C) 1.25% per annum, effective on the first day of the month following the month in which Bank receives a Compliance Certificate from Borrower demonstrating a Consolidated Leverage Ratio less than or equal to 2.00:1.00 but greater than 1.50:1.00, and (D) 1.00% per annum, effective on the first day of the month following the month in which Bank receives a Compliance Certificate from Borrower demonstrating a Consolidated Leverage Ratio for the fiscal quarter covered thereby less than or equal to 1.50:1.00; provided, however, that if Borrower fails to deliver any Compliance Certificate to Bank within the required time period set forth in the Multibank Agreement (as defined in that certain Third Amended and Restated Facility Letter between Borrower and Bank dated as of May 20, 2026 (“Facility Letter”)), then the Consolidated Leverage Ratio for the fiscal quarter covered thereby shall be deemed to be greater than 1.50:1.00 until such Compliance Certificate is delivered to Bank.

As used herein, the term “Reference Rate” shall mean as selected by the Borrower from time to time, Daily Simple SOFR (as defined below).

Page 1

If numpages 8 = 1 DOCPROPERTY "DOCID" \* MERGEFORMAT #539930229_v3 ""

For purposes of this Note, the borrowings outstanding on and after May 20, 2026, shall bear interest at Daily Simple SOFR plus the Applicable Margin as set forth above.

All computations of interest under this note shall be made on the basis of a year of 360 days, for actual days elapsed.

For purposes hereof, the following terms shall be defined as set forth below:

“Daily Simple SOFR” means for any day, an interest rate per annum equal to the greater of (i) zero percent and (ii) SOFR for the day that is five SOFR Business Days prior to (A) if such day is a SOFR Business Day, such day, or (B) if such day is not a SOFR Business Day, the SOFR Business Day immediately preceding such day, reset as and when Daily Simple SOFR changes; provided that if SOFR is not published on such SOFR Business Day due to a holiday or other circumstance that the Lender deems in its sole discretion to be temporary, the applicable SOFR rate shall be the SOFR rate last published prior to such SOFR Business Day. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to Borrower.

“SOFR” means, with respect to any SOFR Business Day, a rate per annum equal to the secured overnight financing rate for such SOFR Business Day published by the SOFR Administrator on the SOFR Administrator’s Website.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Business Day” means any day (other than a Saturday or Sunday) on which banks generally are open in New York City, New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system except a day on which the Securities Industry and Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

1.

PAYMENTS.

1.1.

INTEREST PAYMENTS. Borrower shall pay interest on the last day of each calendar quarter commencing on June 30, 2026, and continuing on the last day of each calendar quarter thereafter until this Note is paid in full. Should interest not be so paid, it shall become a part of the principal and thereafter bear interest as herein provided.

1.2.

PRINCIPAL PAYMENTS. All principal outstanding on this Note is due and payable on the earlier of May 20, 2031 and any accelerated maturity date resulting from an Event of Default as provided herein.

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Borrower shall pay all amounts due under this note in lawful money of the United States to Bank at such office as may be designated by Bank, from time to time.

2.

INTEREST RATE FOLLOWING EVENT OF DEFAULT. While any Event of Default is continuing, at the option of Bank, and, to the extent permitted by law, interest shall be payable on the outstanding principal under this note at a per annum rate equal to two percent (2%) in excess of the interest rate specified in the initial paragraph of this note, calculated from the date of such Event of Default until the earlier of (a) the date of discontinuance of such Event of Default and (b) the date on which all amounts payable under this note are paid in full.

3.

EVENTS OF DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Each of the following shall constitute an “Event of Default”: (a) the failure of Borrower to make any payment required under this Note when due; (b) any breach by Borrower, any guarantor, co-maker endorser, or any person or entity other than Borrower providing security for this Note (hereinafter individually and collectively referred to as the “Obligor”) in any material respect of any of its material obligations under the Facility Letter or any security agreement or guaranty of this Note, which breach shall remain unremedied for 30 days after notice from Bank; (c) any representation of any Obligor hereunder, or under any security agreement or guaranty for this Note, shall prove to have been false in any material respect when made; (d) the occurrence of any “Event of Default” under the Multibank Agreement, provided that any waiver of any Event of Default under the Multibank Agreement will only be effective for purposes of this clause (d) if the Bank consents in writing to such waiver; (e) the insolvency of any Obligor or the failure of such Obligor generally to pay such Obligor’s debts as such debts become due; (f) the commencement as to any Obligor of any voluntary or involuntary proceeding under any laws relating to bankruptcy, insolvency, reorganization, arrangement, debt adjustment or debtor relief; (g) the assignment by any Obligor for the benefit of such Obligor’s creditors; (h) the appointment, or commencement of any proceedings for the appointment, of a receiver, trustee custodian or similar official for all or substantially all of any Obligor’s property, which is not dismissed within 60 days; and (i) the commencement of any proceeding for the dissolution or liquidation of any Obligor, which is not dismissed within 60 days. During the continuance of any Event of Default, Bank may declare, in its discretion, all obligations under this note immediately due and payable; however, upon the occurrence of an Event of Default under clause (e), (f), (g), (h) or (i), all principal and interest shall automatically become immediately due and payable.

4.

ADDITIONAL AGREEMENTS OF BORROWER. If any amounts owing under this Note are not paid when due, Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Bank in the collection or enforcement of this Note. Borrower and any endorsers of this Note for the maximum period of time and the full extent permitted by law (a) waive diligence, presentment, demand, notice of nonpayment, protest, notice of protest, and notice of every kind; (b) waive the right to assert the defense of any statute of limitations to any debt or obligation hereunder; and (c) consent to renewals and extensions of time for the payment of any amounts due under this Note. If this Note is signed by more than one party, the term “Borrower” includes each of the undersigned and any successors in interest thereof; all of whose liability shall be joint and several. The receipt of any check or other item of payment by Bank, at its option, shall not be considered a payment on account until such check or other item of payment is honored when presented for payment at the drawee bank. Bank may delay the credit of such payment based upon Bank’s schedule of funds availability, and interest under this Note shall accrue until the funds

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are deemed collected. In any action brought under or arising out of this Note, Borrower and any endorser of this Note, including their successors and assigns, hereby consents to the jurisdiction of any competent court within the State of New York, except as provided in any alternative dispute resolution agreement executed between Borrower and Bank, and consents to service of process by any means authorized by said state law. The term “Bank” includes, without limitation, any holder of this Note. This note shall be construed in accordance with and governed by the laws of the State of New York.

5.

SOFR RELATED PROVISIONS.

(a) Illegality. If Lender determines that any Law (as defined in the Multibank Agreement) has made it unlawful, or that any Governmental Authority (as defined in the Multibank Agreement) has asserted that it is unlawful, for Lender or its applicable lending office to make, maintain or fund loans whose interest is determined by reference to SOFR (as defined in the Multibank Agreement) or Term SOFR, or to determine or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by Lender to the Borrower, (i) any obligation of Lender to make or continue Term SOFR loans or to convert Base Rate loans to Term SOFR loans shall be suspended, and (ii) if such notice asserts the illegality of Lender making or maintaining Base Rate loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate loans shall, if necessary to avoid such illegality, be determined by the Lender without reference to the Term SOFR component of the Base Rate, in each case until Lender notifies the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from Lender, prepay or, if applicable, convert all Term SOFR loans to Base Rate loans (the interest rate on which Base Rate loans shall, if necessary to avoid such illegality, be determined by the Lender without reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if Lender may lawfully continue to maintain such Term SOFR loan to such day, or immediately, if Lender may not lawfully continue to maintain such Term SOFR loan and (ii) if such notice asserts the illegality of Lender determining or charging interest rates based upon SOFR, the Lender shall during the period of such suspension compute the Base Rate without reference to the Term SOFR component thereof until the Lender determines that it is no longer illegal for Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 5(c) hereof.

(b) Inability to Determine Rates.

(1) If in connection with any request for a Term SOFR loan or a conversion of Base Rate loans to Term SOFR loans or a continuation of any of such loans, as applicable, (i) the Lender determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate (as defined in the Multibank Agreement) has been determined in accordance with the Multibank Agreement, and the circumstances under clause (i) of Section 5(2) or the Scheduled Unavailability Date (as defined below) has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR loan or in connection with an existing or proposed Base Rate loan, or (ii) the Lender determines that for any reason that Term SOFR for any requested Interest Period with respect to a proposed loan does not adequately and fairly reflect the cost to the Lender of funding

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such loan, the Lender will promptly so notify the Borrower. Thereafter, (x) the obligation of the Lender to make or maintain Term SOFR loans, or to convert Base Rate loans to Term SOFR loans, shall be suspended (to the extent of the affected Term SOFR loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Lender revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, or conversion to, or continuation of Term SOFR loans (to the extent of the affected Term SOFR loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR loans shall be deemed to have been converted to Base Rate loans immediately at the end of their respective applicable Interest Period.

(2) Notwithstanding anything to the contrary in this Agreement, if the Lender determines (which determination shall be conclusive absent manifest error), or the Borrower notifies the Lender that the Borrower has determined, that:

(i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate (as defined in the Multibank Agreement) is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) CME (as defined in the Multibank Agreement) or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Lender or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of Dollar (as defined in the Multibank Agreement) denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Lender, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a date and time determined by the Lender (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder with Daily Simple SOFR (as defined in the Multibank Agreement) for any payment period for interest calculated that can be determined by the Lender, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”).

If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

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Notwithstanding anything to the contrary herein, (i) if the Lender determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 5(2)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Lender and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 5 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”.

The Lender will promptly (in one or more notices) notify the Borrower of the implementation of any Successor Rate.

Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Lender, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Lender.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero%, the Successor Rate will be deemed to be zero% for the purposes of this Agreement.

(3) Increased Costs.

(a) Increased Costs Generally. If any Change in Law (as defined in the Multibank Agreement) shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Lender;

(ii) subject the Lender to any Tax (as defined in the Multibank Agreement (other than Indemnified Taxes and Excluded Taxes (in each case, as defined in the Multibank Agreement)) on its loans, loan principal, letters of credit, commitments or other obligations or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Term SOFR loans made by Lender;

and the result of any of the foregoing shall be to increase the cost to Lender of making, converting to, continuing or maintaining any loan (or of maintaining its obligation to make any such loan), or to increase the cost to Lender, or to reduce the amount of any sum received or receivable by Lender (whether of principal, interest or any other amount) then, upon request of Lender, the Borrower will pay to Lender such additional amount or amounts as will compensate Lender for such additional costs incurred or reduction suffered.

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(b) Capital Requirements. If Lender determines that any Change in Law affecting Lender or any lending office of Lender or the Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on Lender’s capital or on the capital of Lender’s holding company, if any, as a consequence of this Agreement, the commitments of Lender or the loans made by Lender, to a level below that which Lender or Lender’s holding company could have achieved but for such Change in Law (taking into consideration Lender’s policies and the policies of Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to Lender such additional amount or amounts as will compensate Lender or Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of Lender setting forth the amount or amounts necessary to compensate Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay Lender the amount shown as due on any such certificate within ten days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions (i) suffered more than six months prior to the date that Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six month period referred to above shall be extended to include the period of retroactive effect thereof) or (ii) if Lender has not required other similarly situated borrowers or obligors to pay comparable amounts with respect to such increased cost or reductions.

(4) Compensation for Losses.

Upon demand of Lender from time to time, the Borrower shall promptly compensate Lender for and hold Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any loan other than a Base Rate loan on a day other than the last day of the Interest Period for such loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the Borrower (for a reason other than the failure of Lender to make a loan) to prepay, borrow, continue or convert any loan other than a Base Rate loan on the date or in the amount notified by the Borrower;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by Lender in connection with the foregoing.

6. MISCELLANEOUS.

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This Note is subject to the terms of the Facility Letter between Borrower and Bank executed in connection herewith but in the event of any conflict between the terms of such Facility Letter and this Note the terms of this Note shall prevail.

On and as of the Effective Date, the Third Amended and Restated Line of Credit Note, dated May 20, 2026 provided by the Borrower in favor of the Bank shall be amended, restated and superseded in its entirety by this Note. Borrower acknowledges and agrees that the “Credit Line Note” referred to in that certain Third Amended and Restated Facility Letter shall from and after the date hereof by this Fourth Amended and Restated Credit Line Note.

MCGRATH RENTCORP,  
a California corporation

By: Name:__________________  
Title:________________

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---

## EX-15.1

SEC source: [mgrc-ex15_1.htm](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex15_1.htm)

Exhibit 15.1

AWARENESS LETTER FROM GRANT THORNTON LLP

McGrath RentCorp

5700 Las Positas Road

Livermore, California 94551

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of McGrath RentCorp for the periods ended June 30, 2026 and 2025, as indicated in our report dated July 29, 2026; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 is incorporated by reference in Registration Statements on Form S-8 (File No. 333-74089, File No. 333-151815, File No. 333-151815, File No. 333-161128 and File No. 333-183231).

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ GRANT THORNTON LLP

San Francisco, California

July 29, 2026

---

## EX-31.1

SEC source: [mgrc-ex31_1.htm](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex31_1.htm)

Exhibit 31.1

McGRATH RENTCORP

SECTION 302 CERTIFICATION

I, Philip B. Hawkins, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of McGrath RentCorp;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 29, 2026

By: /s/ Philip B. Hawkins

Philip B. Hawkins

Chief Executive Officer

---

## EX-31.2

SEC source: [mgrc-ex31_2.htm](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex31_2.htm)

Exhibit 31.2

McGRATH RENTCORP

SECTION 302 CERTIFICATION

I, Keith E. Pratt, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of McGrath RentCorp;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 29, 2026

By: /s/ Keith E. Pratt

Keith E. Pratt

Chief Financial Officer

---

## EX-32.1

SEC source: [mgrc-ex32_1.htm](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex32_1.htm)

Exhibit 32.1

McGRATH RENTCORP

SECTION 906 CERTIFICATION

In connection with the quarterly report of McGrath RentCorp (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Philip B. Hawkins, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Date: July 29, 2026

By: /s/ Philip B. Hawkins

Philip B. Hawkins

Chief Executive Officer

---

## EX-32.2

SEC source: [mgrc-ex32_2.htm](https://www.sec.gov/Archives/edgar/data/752714/000119312526323614/mgrc-ex32_2.htm)

Exhibit 32.2

McGRATH RENTCORP

SECTION 906 CERTIFICATION

In connection with the quarterly report of McGrath RentCorp (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Keith E. Pratt, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Date: July 29, 2026

By: /s/ Keith E. Pratt

Keith E. Pratt

Chief Financial Officer