What changed in MCGRATH RENTCORP's 2025 10-K compared to 2024?

Across the narrative sections we track, MCGRATH RENTCORP (MGRC) added 254 paragraphs, removed 236, and edited 200 between the 2024 and 2025 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+147/−132), Item 1A. Risk Factors (+49/−52), Item 1. Business (+35/−32).

Did MCGRATH RENTCORP add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 49 new/edited paragraphs and 52 removed paragraphs versus the 2024 10-K.

What changed in MCGRATH RENTCORP's MD&A (Item 7) in 2025?

Item 7 Management's Discussion & Analysis shows 147 new/edited paragraphs and 132 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did MCGRATH RENTCORP update its Cybersecurity disclosure (Item 1C) in 2025?

Item 1C Cybersecurity has 6 paragraph-level changes between the 2024 and 2025 filings.

Where does this MGRC 10-K diff come from?

The source filings are MCGRATH RENTCORP's official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in MCGRATH RENTCORP's 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of MCGRATH RENTCORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+254 added−236 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-19)

Top changes in MCGRATH RENTCORP's 2025 10-K

254 paragraphs added · 236 removed · 200 edited across 7 sections

Item 7. Management's Discussion & Analysis+147 / −132 · 112 edited
Item 1A. Risk Factors+49 / −52 · 39 edited
Item 1. Business+35 / −32 · 31 edited
Item 7A. Quantitative and Qualitative Disclosures About Market Risk+7 / −7 · 6 edited
Item 1C. Cybersecurity+6 / −6 · 6 edited

Item 1. Business

Business — how the company describes what it does

31 edited+4 added−1 removed100 unchanged

2024 filing

2025 filing

Biggest changeAny waivers to the Code of Business Conduct and Ethics and any amendments to such code applicable to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or persons performing similar functions, will be posted on our web site. - 4 - RELOCATABLE MODULAR BUILDINGS Description Modulars are designed for use as classrooms, temporary offices adjacent to existing facilities, sales offices, construction field offices, restroom buildings, health care clinics, child care facilities, office space and for a variety of other purposes and may be moved from one location to another.

Biggest changeIn that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. - 4 - RELOCATABLE MODULAR BUILDINGS Description Modulars are designed for use as classrooms, temporary offices adjacent to existing facilities, sales offices, construction field offices, restroom buildings, health care clinics, child care facilities, office space and for a variety of other purposes and may be moved from one location to another.

Our activity in jurisdictions in which we operate is additionally subject to anti-bribery - 3 - laws and regulations, such as the US Foreign Corrupt Practices Act of 1977, which prevent companies and their officers, employees and agents from making payments to officials and public entities of foreign countries to facilitate obtaining new contracts.

Our activity in jurisdictions in which we - 3 - operate is additionally subject to anti-bribery laws and regulations, such as the US Foreign Corrupt Practices Act of 1977, which prevent companies and their officers, employees and agents from making payments to officials and public entities of foreign countries to facilitate obtaining new contracts.

The Company’s modulars are manufactured to comply with state building codes, have a low risk of obsolescence, and can be modified or reconfigured to accommodate a wide variety of customer needs. Historically, as state building codes have changed over the years, Mobile Modular has been able to continue to use existing modulars, with minimal, if any, required upgrades.

The Company’s modulars are manufactured to comply with state building codes, carry a low risk of obsolescence, and can be modified or reconfigured to accommodate a wide variety of customer needs. Historically, as state building codes have changed over the years, Mobile Modular has been able to continue to use existing modulars, with minimal, if any, required upgrades.

Mobile Modular operates primarily in California, Colorado, Florida, Georgia, Louisiana, Maryland, North Carolina, the Pacific Northwest, South Carolina, Texas, Virginia and Washington, D.C. Significant competitive factors in the rental business include availability, price, service, reliability, appearance and functionality of the product. Mobile Modular markets high quality, well-constructed and attractive modulars.

Mobile Modular operates primarily in California, Colorado, Florida, Georgia, Louisiana, Maryland, the Midwest, North Carolina, the Pacific Northwest, South Carolina, Texas, Virginia and Washington, D.C. Significant competitive factors in the rental business include availability, price, service, reliability, appearance and functionality of the product. Mobile Modular markets high quality, well-constructed and attractive modulars.

However, there can be no assurance that warranty costs will continue to be insignificant to Mobile Modular’s operations in the future. Enviroplex manufactures portable classrooms built to the requirements of the California Division of the State Architect (“DSA”) and sells directly to California public school districts and other educational institutions.

However, there can be no assurance that warranty costs will continue to be insignificant to Mobile Modular’s operations in the future. Enviroplex manufactures portable classrooms built to the requirements of the California Division of the State Architect and sells directly to California public school districts and other educational institutions.

As a result, our competitors that have these advantages may be better able to attract and retain customers and provide their products and services at lower rental rates. Portable Storage competes with these companies based upon product - 9 - availability, product quality, price and service.

These filings include our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Act of 1934, which are available as soon as reasonably practicable after the Company electronically files such material with, or furnishes such material to, the SEC.

These filings include our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are available as soon as reasonably practicable after the Company electronically files such material with, or furnishes such material to, the SEC.

Management believes the demand for rental classrooms is caused by shifting and fluctuating school populations, the limited state funds for new construction, the need for temporary classroom space during reconstruction of older schools, class size reduction and the phasing out of portable classrooms compliant with older building codes (see “Classroom Rentals and Sales to Public Schools (K-12)” below).

Management believes the demand for rental classrooms is driven by shifting and fluctuating school populations, the limited state funds for new construction, the need for temporary classroom space during reconstruction of older schools, class size reduction and the phasing out of portable classrooms compliant with older building codes (see “Classroom Rentals and Sales to Public Schools (K-12)” below).

Portable Storage may encounter increased competition from existing competitors or from new entrants in the future. - 10 - ELECTRONIC TEST EQUIPMENT Description TRS-RenTelco rents and sells electronic test equipment nationally and internationally from two facilities located on the grounds of the Dallas Fort Worth International Airport in Grapevine, Texas (the “Dallas facility”) and Dollard-des-Ormeaux, Canada (the “Montreal facility”).

Portable Storage may encounter increased competition from existing competitors or from new entrants in the future. - 9 - ELECTRONIC TEST EQUIPMENT Description TRS-RenTelco rents and sells electronic test equipment nationally and internationally from two facilities located on the grounds of the Dallas Fort Worth International Airport in Grapevine, Texas (the “Dallas facility”) and Dollard-des-Ormeaux, Canada (the “Montreal facility”).

At December 31, 2024, the Company was 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”).

At December 31, 2025, the Company was 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”).

Customer Service - The Company believes that its focus on providing excellent service to its customers provides a competitive advantage. TRS-RenTelco strives to provide exemplary service to fulfill its commitments to its customers. TRS-RenTelco prides itself - 11 - in providing solutions to meet customers’ needs by having equipment available and responding quickly and thoroughly to their requests.

Customer Service - The Company believes that its focus on providing excellent service to its customers provides a competitive advantage. TRS-RenTelco strives to provide exemplary service to fulfill its commitments to its customers. TRS-RenTelco prides itself - 10 - in providing solutions to meet customers’ needs by having equipment available and responding quickly and thoroughly to their requests.

Some of our competitors may offer similar equipment for lease, rental or sales at lower prices and may offer more extensive servicing, or financing options. - 12 - REPORTABLE SEGMENTS For segment information regarding the Company’s four reportable business segments: Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex, see “Note 16.

Some of our competitors may offer similar equipment for lease, rental or sales at lower prices and may offer more extensive servicing, or financing options. - 11 - REPORTABLE SEGMENTS For segment information regarding the Company’s four reportable business segments: Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex, see “Note 16.

The Company believes that the loss of any of its primary modular manufacturers could have an adverse effect on its operations since Mobile Modular could experience higher prices and longer lead times for delivery of modular units until other manufacturers were able to increase their production capacity.

The Company has no assurance that it will continue to be able to use existing modular equipment with minimal upgrades as building codes change in the future. Mobile Modular operates from regional sales and inventory centers serving large geographic areas.

The Company provides no assurance that it will continue to be able to use existing modular equipment with minimal upgrades as building codes change in the future. Mobile Modular operates from regional sales and inventory centers serving large geographic areas.

When the Company’s rental products are sold, the proceeds generally have covered a high percentage of the original investment. With these characteristics, a significant base of rental assets on rent generates a considerable amount of operating cash flows to support continued rental asset growth.

When the Company’s rental products are sold, the proceeds generally have recovered a high percentage of the original investment. With these characteristics, a significant base of rental assets on rent generates a considerable amount of operating cash flows to support continued rental asset growth.

The largest electronic test equipment sale during 2024 represented 3% of electronic test equipment sales, less than 1% of the Company’s consolidated sales and less than 1% of consolidated revenues. There is intense competition in the sales of electronic test equipment from a world-wide network of test equipment brokers and resellers, legacy rental companies, and equipment manufacturers.

The largest electronic test equipment sale during 2025 represented 3% of electronic test equipment sales, less than 1% of the Company’s consolidated sales and less than 1% of consolidated revenues. There is intense competition in the sales of electronic test equipment from a world-wide network of test equipment brokers and resellers, legacy rental companies, and equipment manufacturers.

Expertise – The Company believes that over the 40 plus years during which Mobile Modular has competed in the modular rental industry, it has developed expertise that delivers value to customers. Mobile Modular has dedicated its attention to continuously developing and improving the quality of its modular units.

Expertise – The Company believes that over the 45 plus years during which Mobile Modular has competed in the modular rental industry, it has developed expertise that delivers value to customers. Mobile Modular has dedicated its attention to continuously developing and improving the quality of its modular units.

The Company believes that rental revenue growth from an increasing base of rental assets and improved gross profits on rents are the best measures of the health of each of our rental businesses.

The Company believes that rental revenue growth from an increasing base of rental assets and improved gross profit on rents are the best measures of the health of each of our rental businesses.

Government Regulations We are subject to certain environmental, transportation, anti-corruption, import controls, health and safety, privacy and other laws and regulations in locations in which we operate.

Government Regulations We are subject to certain environmental, transportation, anti-corruption, import controls, health and safety, privacy, government contracting and procurement, and other laws and regulations in locations in which we operate.

Modulars are generally provided with installed heat, air conditioning, lighting, electrical outlets and floor covering, and may have customized interiors including partitioning, cabinetry and plumbing facilities. Mobile Modular purchases new modulars from various manufacturers who build to Mobile Modular’s design specifications. During 2024, Mobile Modular purchased 18% of its new modular units from one manufacturer.

Modulars are generally provided with installed heat, air conditioning, lighting, electrical outlets and floor covering, and may have customized interiors including partitioning, cabinetry and plumbing facilities. Mobile Modular purchases new modulars from various manufacturers who build to Mobile Modular’s design specifications. During 2025, Mobile Modular purchased 27% of its new modular units from one manufacturer.

Segment Reporting” to the audited Consolidated Financial Statements of the Company included in “Item 8. Financial Statements and Supplementary Data.” - 13 -

Segment Reporting” to the audited Consolidated Financial Statements of the Company included in “Item 8. Financial Statements and Supplementary Data.” - 12 -

Utilization was 59.8% at December 31, 2024 and averaged 64.9% during the year. Seasonality Rental activity may vary depending upon the extent of retail activity that typically occurs during the fourth quarter and the impact inclement weather may have on construction activity. Competition The portable storage container rental industry is highly competitive.

Utilization was 59.0% at December 31, 2025 and averaged 60.8% during the year. Seasonality Rental activity may vary depending upon the extent of retail activity that typically occurs during the fourth quarter and the impact inclement weather may have on construction activity. Competition The portable storage container rental industry is highly competitive.

For 2024, gross profit on equipment sales was approximately 27% of total division gross profit. Equipment sales are driven by the turnover of older technology rental equipment, to maintain target utilization at a model number level, and new equipment sales opportunities. In 2024, approximately 20% of the electronic test equipment revenues were derived from sales.

For 2025, gross profit on equipment sales was approximately 26% of total division gross profit. Equipment sales are driven by the turnover of older technology rental equipment, to maintain target utilization at a model number level, and new equipment sales opportunities. In 2025, approximately 22% of the electronic test equipment revenues were derived from sales.

The following table shows the approximate percentages of the Company’s modular rental and sales revenues, and of its consolidated rental and sales revenues for the past three years, that rentals and sales to these schools constitute: - 7 - Rentals and Sales to Public Schools (K-12) as a Percentage of Total Rental and Sales Revenues Percentage of: 2024 2023 2022 Modular Rental Revenues (Mobile Modular) 29% 26% 30% Modular Sales Revenues (Mobile Modular & Enviroplex) 38% 30% 43% Modular Rental and Sales Revenues (Mobile Modular & Enviroplex) 33% 27% 35% Consolidated Rental and Sales Revenues 1 24% 18% 21% 1.

The following table shows the approximate percentages of the Company’s modular rental and sales revenues, and of its consolidated rental and sales revenues for the past three years, that rentals and sales to these schools constitute: - 7 - Rentals and Sales to Public Schools (K-12) as a Percentage of Total Rental and Sales Revenues Percentage of: 2025 2024 2023 Modular Rental Revenues (Mobile Modular) 27% 29% 26% Modular Sales Revenues (Mobile Modular & Enviroplex) 45% 38% 30% Modular Rental and Sales Revenues (Mobile Modular & Enviroplex) 34% 33% 27% Consolidated Rental and Sales Revenues 1 25% 24% 18% 1.

Such sales can be of either new or used units from the rental fleet, which permits some turnover of older units. During 2024 Mobile Modular’s largest sale represented approximately 5% of Mobile Modular’s sales, 4% of the Company’s consolidated sales and 1% of the Company’s consolidated revenues.

Such sales can be of either new or used units from the rental fleet, which permits some turnover of older units. During 2025, Mobile Modular’s largest sale represented approximately 3% of Mobile Modular’s sales, 2% of the Company’s consolidated sales and 1% of the Company’s consolidated revenues.

The Montreal facility houses sales engineers and operations staff to serve the Canadian market. As of December 31, 2024, the original cost of electronic test equipment inventory was comprised of 79% general purpose electronic test equipment and 21% communications electronic test equipment.

The Montreal facility houses sales engineers and operations staff to serve the Canadian market. As of December 31, 2025, the original cost of electronic test equipment inventory was comprised of 78% general purpose electronic test equipment and 22% communications electronic test equipment.

At December 31, 2024, TRS-RenTelco had an electronic test equipment rental inventory including accessories with an aggregate cost of $344.0 million. Utilization is calculated each month by dividing the cost of the rental equipment on rent by the total cost of rental equipment, excluding accessory equipment. Utilization was 58.6% as of December 31, 2024 and averaged 57.3% during the year.

At December 31, 2025, TRS-RenTelco had an electronic test equipment rental inventory including accessories with an aggregate cost of $337.1 million. Utilization is calculated each month by dividing the cost of the rental equipment on rent by the total cost of rental equipment, excluding accessory equipment. Utilization was 63.2% as of December 31, 2025 and averaged 63.8% during the year.

At December 31, 2024, Portable Storage owned 41,888 containers with an aggregate cost of $240.8 million or an average cost per unit of $5,750. Utilization is calculated each month by dividing the cost of the rental equipment on rent by the total cost of rental equipment, excluding new and accessory equipment.

At December 31, 2025, Portable Storage owned 42,262 containers with an aggregate cost of $245.1 million or an average cost per unit of $5,801. Utilization is calculated each month by dividing the cost of the rental equipment on rent by the total cost of rental equipment, excluding new and accessory equipment.

At December 31, 2024, fleet utilization was 75.1% and average fleet utilization during 2024 was 77.5%. - 6 - Sales In addition to operating its rental fleet, Mobile Modular sells modulars to customers.

At December 31, 2025, fleet utilization was 70.7% and average fleet utilization during 2025 was 73.0%. - 6 - Sales In addition to operating its rental fleet, Mobile Modular sells modulars to customers.

Human Capital Management As of December 31, 2024, the Company had 1,219 employees, of whom 142 were primarily administrative and executive personnel, with 687, 177, 133 and 80 in the operations of Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex, respectively.

Human Capital Management As of December 31, 2025, the Company had 1,306 employees, of whom 148 were primarily administrative and executive personnel, with 725, 206, 131 and 96 in the operations of Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex, respectively.

At December 31, 2024, Mobile Modular owned 41,299 new or previously rented modulars, with an aggregate cost of $1,414.4 million including accessories, or an average cost per unit of $34,247.

At December 31, 2025, Mobile Modular owned 41,722 new or previously rented modulars, with an aggregate cost of $1,485.8 million including accessories, or an average cost per unit of $35,612.

Removed

Copies of this code can be obtained at our website www.mgrc.com .

Added

Copies of this code can be obtained at our website www.mgrc.com . Any waivers to the Code of Business Conduct and Ethics and any amendments to such code applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or persons performing similar functions, will be posted on our web site.

Added

Market, Industry and Other Data This Form 10-K contains estimates, projections, and other information concerning the markets in which we operate and our business, including data regarding the estimated size of those markets.

Added

Information that is based on estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from those reflected in this information.

Added

Unless otherwise expressly stated, we obtained this market, industry and other data from reports, research surveys, studies, and similar data prepared by third parties, industry and general publications, government data, and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

39 edited+10 added−13 removed158 unchanged

2024 filing

2025 filing

Biggest changeIn addition, any failure on the part of the company to comply with applicable government contract laws and regulations might result in administrative penalties or even in the termination or suspension of these contracts and as a result, the loss of the related revenues, which would harm our business.

Biggest changeThese laws and regulations may impose other added costs on our business, and failure to comply with these or other applicable regulations and requirements could lead to claims for damages from our partners, penalties, and termination of contracts and suspension or debarment from government contracting for a period of time with government agencies.

If the currency exchange rates change unfavorably, the value of net - 24 - receivables we receive in foreign currencies and later convert to U.S. dollars after the unfavorable change would be diminished. This could have a negative impact on our reported operating results. We currently do not engage in hedging strategies to mitigate this risk.

If the currency exchange rates change unfavorably, the value of net receivables we receive in foreign currencies and later convert to U.S. dollars after the unfavorable change would be diminished. This could have a negative impact on our reported operating results. We currently do not engage in hedging strategies to mitigate this risk.

The market price of our common stock fluctuates on the NASDAQ Global Select Market and is likely to be affected by a number of factors including but not limited to: • our operating performance and the performance of our competitors, and in particular any variations in our operating results or dividend rate from our stated guidance or from investors’ expectations; • any changes in general conditions in the global economy, the industries in which we operate or the global financial markets; • investors’ reaction to our press releases, public announcements or filings with the SEC; • the stock price performance of our competitors or other comparable companies; - 14 - • any changes in research analysts’ coverage, recommendations or earnings estimates for us or for the stocks of other companies in our industry; • any sales of common stock by our directors, executive officers and our other large shareholders, particularly in light of the limited trading volume of our stock; • any merger, acquisition or divestiture activity that involves us or our competitors; and • other announcements or developments affecting us, our industry, customers, suppliers or competitors.

The market price of our common stock fluctuates on the NASDAQ Global Select Market and is likely to be affected by a number of factors including but not limited to: • our operating performance and the performance of our competitors, and in particular any variations in our operating results or dividend rate from our stated guidance or from investors’ expectations; • any changes in general conditions in the global economy, the industries in which we operate or the global financial markets; • investors’ reaction to our press releases, public announcements or filings with the SEC; • the stock price performance of our competitors or other comparable companies; - 13 - • any changes in research analysts’ coverage, recommendations or earnings estimates for us or for the stocks of other companies in our industry; • any sales of common stock by our directors, executive officers and our other large shareholders, particularly in light of the limited trading volume of our stock; • any merger, acquisition or divestiture activity that involves us or our competitors; and • other announcements or developments affecting us, our industry, customers, suppliers or competitors.

Under accounting principles generally accepted in the United States of America, we assess potential impairment of our goodwill and intangible assets at least annually, as well as on an interim basis to the extent that factors or indicators become apparent that could reduce the fair value of any of our businesses below book value.

Failure to adequately forecast the adoption of, and demand for, new or existing products may cause us not to meet our customers’ equipment requirements and may materially and adversely affect our operating results. If we are not able to obtain equipment at favorable rates, there could be a material adverse effect on our operating results and reputation.

Failure to adequately forecast the adoption of, and demand for, new or existing products may cause us not to meet our customers’ equipment requirements and may materially and adversely affect our operating results. - 23 - If we are not able to obtain equipment at favorable rates, there could be a material adverse effect on our operating results and reputation.

If we have an event of default under these instruments, our indebtedness could be accelerated, and we may not be able to refinance such indebtedness or make the required accelerated payments. The agreements governing our Series D, E and F Senior Notes (as defined and more fully described under the heading “Item 7.

If we have an event of default under these instruments, our indebtedness could be accelerated, and we may not be able to refinance such indebtedness or make the required accelerated payments. The agreements governing our Series D, E, F and G Senior Notes (as defined and more fully described under the heading “Item 7.

We compete on the basis of a number of factors, including equipment and labor availability, quality, price, service, reliability, appearance, functionality and delivery terms. We may experience pricing pressures in our areas of operation in the future as some of our competitors seek to obtain market share by reducing prices.

We compete on the basis of a number of factors, including equipment and labor availability, quality, price, - 21 - service, reliability, appearance, functionality and delivery terms. We may experience pricing pressures in our areas of operation in the future as some of our competitors seek to obtain market share by reducing prices.

In the future, we could experience additional breaches of our security measures resulting in the theft of confidential information or reputational damage from industrial espionage attacks, malware or other cyber-attacks, which may compromise our system infrastructure or lead to data leakage, either internally or at our third-party providers.

In the future, we could experience additional breaches of our security measures resulting in the theft of confidential information or reputational damage from industrial espionage attacks, malware or other cyber-attacks, which may compromise our system - 16 - infrastructure or lead to data leakage, either internally or at our third-party providers.

Similar to conventionally constructed buildings, the modular building industry, including the manufacturers and lessors of portable classrooms, are subject to regulations by multiple governmental agencies at the federal, state and local level relating to environmental, - 20 - zoning, health, safety, energy efficiency, labor and transportation matters, among other matters.

Similar to conventionally constructed buildings, the modular building industry, including the manufacturers and lessors of portable classrooms, are subject to regulations by multiple governmental agencies at the federal, state and local level relating to environmental, zoning, health, safety, energy efficiency, labor and transportation matters, among other matters.

In addition, expansion into new markets may be affected by local economic and market conditions. Expansion of our operations into new markets will require a significant amount of - 21 - attention from our management, a commitment of financial resources and will require us to add qualified management in these markets, which may negatively impact our operating results.

In addition, expansion into new markets may be affected by local economic and market conditions. Expansion of our operations into new markets will require a significant amount of attention from our management, a commitment of financial resources and will require us to add qualified management in these markets, which may negatively impact our operating results.

Failure to properly select, manage and respond to - 23 - the technological needs of our customers and changes to our products through their technology life cycle may cause certain electronic test equipment to become obsolete, resulting in impairment charges, which may negatively impact operating results and cash flows.

Failure to properly select, manage and respond to the technological needs of our customers and changes to our products through their technology life cycle may cause certain electronic test equipment to become obsolete, resulting in impairment charges, which may negatively impact operating results and cash flows.

Such proceedings are - 18 - invariably expensive, regardless of the merit of the plaintiffs’ or prosecutors’ claims. We may be named as a defendant in the future, and there can be no assurance, irrespective of the merit of such future actions, that we will not be required to make substantial settlement payments in the future.

Such proceedings are invariably expensive, regardless of the merit of the plaintiffs’ or prosecutors’ claims. We may be named as a defendant in the future, and there can be no assurance, irrespective of the merit of such future actions, that we will not be required to make substantial settlement payments in the future.

If we default on our indebtedness, our business financial condition and results of operations could be materially and adversely affected. - 19 - The majority of our indebtedness is subject to variable interest rates, which makes us vulnerable to increases in interest rates, which could negatively affect our net income.

If we default on our indebtedness, our business financial condition and results of operations could be materially and adversely affected. The majority of our indebtedness is subject to variable interest rates, which makes us vulnerable to increases in interest rates, which could negatively affect our net income.

Future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination or non-compliance, may also give rise to liabilities or other claims based on these operations that may be material.

We provide ninety-day warranties on certain modular sales of used rental units and one-year warranties on equipment manufactured by our Enviroplex subsidiary. Historically, our warranty costs have not been significant, and we monitor the quality of our products closely.

We provide ninety-day warranties on certain modular sales of used rental units and one-year - 22 - warranties on equipment manufactured by our Enviroplex subsidiary. Historically, our warranty costs have not been significant, and we monitor the quality of our products closely.

If we are unable to pass these increased costs on to our customers, our profitability, operating cash flows and financial condition could be negatively impacted. We are subject to laws and regulations governing government contracts.

If we are unable to pass these increased costs on to our customers, our profitability, operating cash flows and financial condition could be negatively impacted. - 20 - We are subject to laws and regulations governing government contracts.

Thus, there can be no assurance that our efforts to protect our data and information technology systems will prevent future breaches in our systems - 15 - (or that of our third-party providers).

Thus, there can be no assurance that our efforts to protect our data and information technology systems will prevent future breaches in our systems (or that of our third-party providers).

Furthermore, the laws governing government contracts differ from the laws governing private contracts. For example, many government contracts contain pricing terms and conditions that are not applicable to private contracts such as clauses that allow government entities not to perform on contractual obligations in the case of a lack of fiscal funding.

The laws governing government contracts may differ from the laws governing private contracts. For example, many government contracts contain pricing terms and conditions that are not applicable to private contracts such as clauses that allow government entities not to perform on contractual obligations in the case of a lack of fiscal funding.

Such contracts are also subject to unique laws and regulations, and the adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations. New laws, regulations or procurement requirements, or changes to current ones, can significantly increase our costs and risks and reduce our profitability.

In addition, such government contracts are subject to unique laws and regulations, and the adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations. New laws, regulations or procurement requirements, or changes to current ones, can significantly increase our costs and risks and reduce profitability.

Mobile Modular and Portable Storage derive a portion of its revenues from contracts with U.S. federal government entities, government prime contractors, state entities and local entities, including school districts.

Acquisitions involve numerous risks, including the following: • difficulties in integrating the operations, technologies, products and personnel of the acquired companies; • diversion of management’s attention from normal daily operations of our business; • difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets may have stronger market positions; • regulatory hurdles in completing the transaction; • difficulties in complying with regulations applicable to any acquired business, such as environmental regulations, and managing risks related to an acquired business; • timely completion of necessary financing and required amendments, if any, to existing agreements; • an inability to implement uniform standards, controls, procedures and policies; • undiscovered and unknown problems, defects, damaged assets liabilities, or other issues related to any acquisition that become known to us only after the acquisition; • negative reactions from our customers to an acquisition; • disruptions among employees related to any acquisition which may erode employee morale; • loss of key employees, including costly litigation resulting from the termination of those employees; • an inability to realize cost efficiencies or synergies that we may anticipate when selecting acquisition candidates; • recording of goodwill and non-amortizable intangible assets that will be subject to future impairment testing and potential periodic impairment charges; • incurring amortization expenses related to certain intangible assets; and • becoming subject to litigation. - 16 - Acquisitions are inherently risky, and no assurance can be given that our recent and future acquisitions will be successful or will not adversely affect our business, operating results, or financial condition.

Acquisitions involve numerous risks, including the following: • difficulties in integrating the operations, technologies, products and personnel of the acquired companies; • diversion of management’s attention from normal daily operations of our business; • difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets may have stronger market positions; • regulatory hurdles in completing the transaction; - 14 - • difficulties in complying with regulations applicable to any acquired business, such as environmental regulations, and managing risks related to an acquired business; • timely completion of necessary financing and required amendments, if any, to existing agreements; • an inability to implement uniform standards, controls, procedures and policies; • undiscovered and unknown problems, defects, damaged assets liabilities, or other issues related to any acquisition that become known to us only after the acquisition; • negative reactions from our customers to an acquisition; • disruptions among employees related to any acquisition which may erode employee morale; • loss of key employees, including costly litigation resulting from the termination of those employees; • an inability to realize cost efficiencies or synergies that we may anticipate when selecting acquisition candidates; • recording of goodwill and non-amortizable intangible assets that will be subject to future impairment testing and potential periodic impairment charges; • incurring amortization expenses related to certain intangible assets; and • becoming subject to litigation.

If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges, which would negatively impact our operating results. At December 31, 2024, we had $377.6 million of goodwill and intangible assets, net, on our Consolidated Balance Sheets. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations.

If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges, which would negatively impact our operating results. At December 31, 2025, we had $379.1 million of goodwill and intangible assets, net, on our Consolidated Balance Sheets. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations.

We may not be able to quickly redeploy modular and container units returning from leases, which could negatively affect our financial performance and our ability to expand, or utilize, our rental fleet. As of December 31, 2024, 63% of our modular and 57% of our container portfolios had equipment on rent for periods exceeding the original committed term.

We may not be able to quickly redeploy modular and container units returning from leases, which could negatively affect our financial performance and our ability to expand, or utilize, our rental fleet. As of December 31, 2025, 61% of our modular and 56% of our container portfolios had equipment on rent for periods exceeding the original committed term.

Some of our competitors in the modular building leasing industry have greater range of products and services, greater financial and marketing resources, larger customer bases, and greater name recognition than we have.

These interest rate adjustments could cause periodic fluctuations in our operating results and cash flows. Our annual debt service obligations increase by approximately $4.2 million per year for each 1% increase in the average interest rate we pay based on the $415.4 million balance of variable rate debt outstanding at December 31, 2024.

These interest rate adjustments could cause periodic fluctuations in our operating results and cash flows. Our annual debt service obligations increase by approximately $2.7 million per year for each 1% increase in the average interest rate we pay based on the $265.0 million balance of variable rate debt outstanding at December 31, 2025.

The nature of our business also subjects us to property damage and product liability claims, especially in connection with our modular buildings and tank and box rental businesses.

The nature of our business also subjects us to property damage and product liability claims, especially in connection with our modular buildings and portable storage rental businesses.

If educational priorities and policies shift away from class-size reduction or modernization and reconstruction projects, demand and pricing for our products and services may decline, not grow as quickly as, or not reach the levels that we anticipate.

Further, the enactment of future tax law changes by federal and state taxing authorities may impact the Company’s current period tax provision and its deferred tax liabilities. In addition, the amount and timing of stock-based compensation may also impact the Company’s current tax provision.

Further, the enactment of future tax law changes by federal and state taxing authorities may impact the Company’s current period tax provision and its deferred tax liabilities.

The Company believes that the loss of any of its primary manufacturers of modulars could have an adverse effect on its operations since Mobile Modular could experience higher prices and longer delivery lead times for modular product until other manufacturers were able to increase their production capacity. - 22 - Failure to properly design, manufacture, repair and maintain the modular product may result in impairment charges, potential litigation and reduction of our operating results and cash flows.

If any of our facilities or a significant amount of our rental equipment were to experience a catastrophic loss, it could disrupt our operations, delay orders, shipments and revenue recognition and result in expenses to repair or replace the damaged rental equipment and facility not covered by insurance, which could have a material adverse effect on our results of operations. - 18 - INTEREST RATE AND INDEBTEDNESS RISKS: Our debt instruments contain covenants that restrict or prohibit our ability to enter into a variety of transactions and may limit our ability to finance future operations or capital needs.

With the exception of Enviroplex, none of the principal suppliers are affiliated with the Company. During 2024, Mobile Modular purchased 18% of its modular product from one manufacturer.

Mobile Modular's principal suppliers are not affiliated with the Company. During 2025, Mobile Modular purchased 27% of its modular product from one manufacturer.

Changes in financial accounting standards may cause lower than expected operating results and affect our reported results of operations. Changes in accounting standards and their application may have a significant effect on our reported results on a going-forward basis and may also affect the recording and disclosure of previously reported transactions.

Changes in accounting standards and their application may have a significant effect on our reported results on a going-forward basis and may also affect the recording and disclosure of previously reported transactions. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred in the past and may occur in the future.

Adverse economic conditions in the United States and globally, as well as geopolitical tensions, could have a negative effect on our business, results of operations, financial condition and liquidity.

Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. Adverse economic conditions in the United States and globally, as well as geopolitical tensions, could have a negative effect on our business, results of operations, financial condition and liquidity.

We estimate the useful life of the modular product to be 18 years with a residual value of 50% and containers to be 25 years with a residual value of 62.5%. However, proper design, manufacture, repairs and maintenance of the products during our ownership is required for the product to reach their useful lives and residual values.

However, proper design, manufacture, repairs and maintenance of the products during our ownership is required for the product to reach their useful lives and residual values.

Sales of our used rental equipment at prices that fall significantly below our projections or in lesser quantities than we anticipate will have a negative impact on our results of operations and cash flows. - 17 - If we do not effectively manage our credit risk, collect on our accounts receivable or recover our rental equipment from our customers’ sites, it could have a material adverse effect on our operating results.

The success of our acquisition strategy depends upon our ability to successfully complete acquisitions and integrate any businesses that we acquire into our existing business.

Acquisitions are inherently risky, and no assurance can be given that our recent and future acquisitions will be successful or will not adversely affect our business, operating results, or financial condition. The success of our acquisition strategy depends upon our ability to successfully complete acquisitions and integrate any businesses that we acquire into our existing business.

Macroeconomic weakness and uncertainty also make it more difficult for us to accurately forecast revenue, gross margin and expenses, and may make it more difficult to refinance debt.

Macroeconomic weakness and uncertainty also make it more difficult for us to accurately forecast revenue, gross margin and expenses, and may make it more difficult to refinance debt. Furthermore, sustained uncertainty about, or worsening of, geopolitical tensions could result in a global economic slowdown and long-term changes to global trade.

Also, in the educational markets we serve, we are able to utilize “piggyback” contracts in marketing our products and services and ultimately to book business.

Any such damages, penalties, disruption, or limitation in our ability to do business with a government could adversely impact our business and growth prospects. Furthermore, in the educational markets we serve, we are able to utilize “piggyback” contracts in marketing our products and services and ultimately to book business.

Any or all of these factors could negatively affect our revenue and could materially adversely affect our business, results of operations, financial condition and growth. Environmental, social and governance (ESG) matters may impact our business and reputation. Governmental authorities, non-governmental organizations, customers, investors, external stakeholders and employees have sensitivities to ESG concerns.

Any or all of these factors could negatively affect our industry, our customers and/or suppliers and, as a result, could materially adversely affect our business, results of operations, revenue, financial condition and growth.

Removed

Additionally, the most recent global credit crisis adversely affected the prices of most publicly traded stocks as many stockholders became more willing to divest their stock holdings at lower values to increase their cash flow and reduce exposure to such fluctuations.

Added

Failure to successfully manage the transition associated with the appointment of our new Chief Executive Officer could have an adverse impact on our business. On February 5, 2026, we announced the pending retirement of our CEO, Joseph Hanna, effective April 3, 2026. The Board appointed Philip Hawkins, currently our Chief Operating Officer, as our new Chief Executive Officer.

Removed

INTEREST RATE AND INDEBTEDNESS RISKS: Our debt instruments contain covenants that restrict or prohibit our ability to enter into a variety of transactions and may limit our ability to finance future operations or capital needs.

Added

CEO transitions can be inherently difficult to manage, may cause disruption to our business due to, among other things, diverting management’s attention away from our financial and operational goals during the transition or causing a deterioration in morale. During the transition period, there may be uncertainty among investors, customers, and other third parties, concerning our future direction and performance.

Removed

New accounting pronouncements and varying interpretations of accounting pronouncements have occurred in the past and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

Added

It may also be more difficult for us to recruit and retain other personnel during the transition. Our business and stock price may suffer if the CEO transition is not perceived well by the investor community, customers and employees, or is otherwise unsuccessful.

Removed

Furthermore, sustained uncertainty about, or worsening of, geopolitical tensions, including further escalation of war between Russia and Ukraine, further escalation of trade tensions between the U.S. and China, escalation of tensions between China and Taiwan, further escalation in the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long-term changes to global trade.

Added

If we do not effectively manage our credit risk, collect on our accounts receivable or recover our rental equipment from our customers’ sites, it could have a material adverse effect on our operating results.

Removed

Our ability to compete could also be affected by changing customer preferences and requirements, such as growing demand for more environmentally friendly products, supplier practices, or by failure to meet such customer expectations or demand.

Added

Fluctuations in the construction industry could cause the demand and pricing for our modular buildings and portable storage units to decline, which has in the past caused, and may cause in the future, a reduction in our revenues and profitability. - 19 - We rent and sell modular buildings and portable storage units to commercial contractors, builders and other customers associated with the construction industry, and derive a meaningful portion of our total revenues from such industry.

Removed

We risk negative shareholder reaction, including from proxy advisory services, as well as damage to our reputation, if we do not act responsibly, or if we are perceived to not be acting responsibly in key ESG areas.

Added

Changes in the construction industry related to demand, interest rate fluctuations, available capital, and other factors, could decrease the market for our products and cause a decrease in our rental revenues as well as result in volatility in the timing and amount of new modular sales revenues.

Removed

If we do not meet the ESG expectations of our investors, customers and other stakeholders, we could experience reduced demand for our products, loss of customers, and other negative impacts on our business and results of operations.

Added

In working with government entities, we must comply with laws, regulations, and contractual provisions relating to the administration, and performance of government contracts, which affect how we and our partners do business with government agencies.

Removed

We have begun to report our prior modular building and portable storage segment in two separate segments of modular building and portable storage container.

Added

As a result of actual or perceived noncompliance with government contracting laws, regulations, or contractual provisions, we may be subject to audits and internal investigations which may prove costly to our business financially, divert management time, or limit our ability to continue to provide services to our government customers.

Removed

This segment reporting structure has been in effect for a limited period of time, and there are no assurances that we will be able to successfully operate the prior segment in two distinct segments, and the change could be confusing to investors and may not have the desired effects.

Added

Failure to properly design, manufacture, repair and maintain the modular product may result in impairment charges, potential litigation and reduction of our operating results and cash flows. We estimate the useful life of the modular product to be 18 years with a residual value of 50% and containers to be 25 years with a residual value of 62.5%.

Removed

During the quarter ended December 31, 2023, we began reporting our prior modular building and portable storage segment as two distinct segments of modular buildings and portable storage containers. Managing these changes has required, and may continue to require, significant expenditures and allocation of valuable management resources.

Added

In addition, the amount and timing of stock-based compensation may also impact the Company’s current tax provision. - 24 - Changes in financial accounting standards may cause lower than expected operating results and affect our reported results of operations.

Removed

We have provided disclosures about this new - 25 - segment reporting structure, but there is no guarantee that investors or the market will understand this change to our financial reporting. There is also no guarantee that this change will have the desired effect.

Removed

Failure of investors or analysts to understand our revised segment reporting structure may negatively affect their ability to understand our business and operating results which could adversely affect our stock price.

Removed

In addition, we test for goodwill impairment at the reporting segment level and consider the difference between the fair value of a reporting segment and its’ carrying value, when determining whether any impairment exists. There can be no assurance that the change to our segment reporting structure will not result in impairment charges in future periods.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−0 removed10 unchanged

2024 filing

2025 filing

Biggest changeThe Company’s VP of Information Technology has served in various roles in technology and is supported by a team of information technology and cybersecurity professionals with decades of relevant experience and education including professional cybersecurity risk management certifications such as Certified Information Systems Security Professional ("CISSP").

Risk Management and Strategy The Company’s cybersecurity program focuses on the following areas: • Vigilance: The Company maintains cybersecurity threat operations with the goal of identifying, preventing and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans. • Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence. • Collaboration: The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks. • Third-Party Risk Management: The Company endeavors to identify and oversee cybersecurity risks presented by third parties as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Training: The Company provides periodic training and testing for personnel regarding cybersecurity threats, which reinforce the Company’s information security policies, standards and practices. • Incident Response and Recovery Planning: The Company has established and maintains incident response and recovery plans that address the Company’s response to a cybersecurity incident and the recovery from a cybersecurity incident; such plans are tested and evaluated periodically. • Communication, Coordination and Disclosure: The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, risk management, and other key business functions, as well as the members of the Board in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner. • Governance: The Board’s oversight of cybersecurity risk management is supported by the Company’s executive leadership team and Cybersecurity Steering Committee, which regularly interacts with the Company’s Vice President of Information Technology and other members of the cyber team and management.

Risk Management and Strategy The Company’s cybersecurity program focuses on the following areas: • Vigilance: The Company maintains cybersecurity threat operations with the goal of identifying, preventing and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans. • Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence. • Collaboration: The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks. • Third-Party Risk Management: The Company endeavors to identify and oversee cybersecurity risks presented by third parties as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Training: The Company provides periodic training and testing for personnel regarding cybersecurity threats, which reinforce the Company’s information security policies, standards and practices. - 25 - • Incident Response and Recovery Planning: The Company has established and maintains incident response and recovery plans that address the Company’s response to a cybersecurity incident and the recovery from a cybersecurity incident; such plans are tested and evaluated periodically. • Communication, Coordination and Disclosure: The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, risk management, and other key business functions, as well as the members of the Board in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner. • Governance: The Board’s oversight of cybersecurity risk management is supported by the Company’s executive leadership team and Cybersecurity Steering Committee, which regularly interacts with the Company’s Vice President of Information Technology and other members of the cyber team and management.

As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition.

The Company manages risks from cybersecurity threats through the assessment and testing of the Company’s processes and practices focused on evaluating the effectiveness of our cybersecurity measures. The Company engages a third-party independent - 26 - cybersecurity company that provides security testing and monitoring, including penetration testing, auditing, and security assessment, for the Company.

The Company manages risks from cybersecurity threats through the assessment and testing of the Company’s processes and practices focused on evaluating the effectiveness of our cybersecurity measures. The Company engages a third-party independent cybersecurity company that provides security testing and monitoring, including penetration testing, auditing, and security assessment, for the Company.

The Company’s VP of Information Technology is the member of the Company’s management who is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. The VP of Information Technology works in coordination with senior leadership, which includes our Chief Executive Officer and President, Chief Financial Officer and General Counsel.

The Company’s VP of Information Technology is the member of the Company’s management who is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. The VP of Information Technology works in coordination with senior leadership, which includes our President and Chief Executive Officer, Chief Financial Officer and Chief Legal Officer.

The Company’s General Counsel, as part of the Incident Response Team, will report any material cybersecurity incidents to the Board when appropriate.

The Company’s Chief Legal Officer, as part of the Incident Response Team, will report any material cybersecurity incidents to the Board when appropriate.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−1 removed0 unchanged

2024 filing

2025 filing

Biggest changeTRS-RenTelco – Electronic test equipment rental and sales operations are conducted from a 117,000 square foot leased facility in Grapevine, Texas (Dallas area) and a sales office in Dollard-des-Ormeaux, Quebec (Montreal, Canada area). - 27 - Enviroplex – The Company’s wholly owned subsidiary, Enviroplex, manufactures modular buildings used primarily as classrooms in California from its own 108,000 square foot facility in Stockton, California (San Francisco Bay Area).

Biggest changeThe inventory centers conduct rental and sales operations from modular buildings, serving as working models of the Company’s modular product. TRS-RenTelco – Electronic test equipment rental and sales operations are conducted from a 117,000 square foot leased facility in Grapevine, Texas (Dallas area) and a sales office in Dollard-des-Ormeaux, Quebec (Montreal, Canada area).

ITEM 2. PROPERTIES. The Company’s corporate and administrative offices are located in Livermore, California in approximately 26,000 square feet. At December 31, 2024, the Company’s four reportable business segments conducted operations from the following locations: Mobile Modular and Portable Storage – Mobile Modular and Portable Storage operate from 26 owned and 54 leased locations.

ITEM 2. PROPERTIES. The Company’s corporate and administrative offices are located in Livermore, California in approximately 26,000 square feet. At December 31, 2025, the Company’s four reportable business segments conducted operations from the following locations: Mobile Modular and Portable Storage – Mobile Modular and Portable Storage operate from 28 owned and 54 leased locations.

Our largest owned facilities include eight inventory centers, at which relocatable modular buildings and storage containers are displayed, refurbished and stored: Livermore, California (140 acres in the San Francisco Bay Area), Mira Loma, California (82 acres in the Los Angeles area), Pasadena, Texas (50 acres in the Houston area), Grand Prairie, Texas (30 acres in the Dallas area), Auburndale, Florida (123 acres in the Orlando area), Arcade, Georgia (48 acres in the Atlanta area), Fredericksburg, Virginia (68 acres in the Washington D.C. area), Concord, North Carolina (74 acres in the Charlotte N.C. area).

Our largest owned facilities include nine inventory centers, at which relocatable modular buildings and storage containers are displayed, refurbished and stored: Livermore, California (140 acres in the San Francisco Bay Area), Mira Loma, California (82 acres in the Los Angeles area), Selma, California (23 acres in the Fresno area), Pasadena, Texas (50 acres in the Houston area), Grand Prairie, Texas (30 acres in the Dallas area), Auburndale, Florida (123 acres in the Orlando area), Arcade, Georgia (60 acres in the Atlanta area), Fredericksburg, Virginia (68 acres in the Washington D.C. area), Concord, North Carolina (111 acres in the Charlotte N.C. area).

Removed

The inventory centers conduct rental and sales operations from modular buildings, serving as working models of the Company’s modular product.

Added

Enviroplex – The Company’s wholly owned subsidiary, Enviroplex, manufactures modular buildings used primarily as classrooms in California from its own 108,000 square foot facility in Stockton, California (San Francisco Bay Area).

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+3 added−0 removed4 unchanged

2024 filing

2025 filing

Biggest changeThere 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. There were no shares repurchased during the three and twelve months ended December 31, 2024 and 2023.

Biggest changeThere 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. There - 27 - were no shares repurchased during the three and twelve months ended December 31, 2025 and 2024.

As of December 31, 2024, 2,000,000 shares were authorized for repurchase under the Repurchase Plan. There were no repurchases of our common stock for the quarter ended December 31, 2024.

As of December 31, 2025, 2,000,000 shares were authorized for repurchase under the Repurchase Plan. There were no repurchases of our common stock for the quarter ended December 31, 2025.

As of February 19, 2025, the Company's common stock was held by approximately 46 shareholders of record, which does not include shareholders whose shares are held in street or nominee name. The Company believes that when holders in street or nominee name are added, the number of holders of the Company's common stock exceeds 500.

As of February 25, 2026, the Company's common stock was held by 41 shareholders of record, which does not include shareholders whose shares are held in street or nominee name. The Company believes that when holders in street or nominee name are added, the number of holders of the Company's common stock exceeds 500.

Added

Performance Graph The following graph compares McGrath RentCorp’s annual percentage change in cumulative total return on common shares over the past five years with the cumulative total return of companies comprising the S&P 500 Index, the S&P 500 Industrials Index, and the Russell 2000 Index.

Added

This presentation assumes that $100 was invested in shares of the relevant issuers on December 31, 2025, and that dividends received were immediately invested in additional shares. The graph plots the value of the initial $100 investment at one-year intervals for the fiscal years shown.

Added

SOURCE: ZACKS TOTAL RETURN ANNUAL COMPARISON CUMULATIVE TOTAL RETURN SUMMARY Year Ended December 31, 2020 2021 2022 2023 2024 2025 McGrath RentCorp $ 100.00 $ 122.32 $ 153.87 $ 189.99 $ 180.65 $ 172.37 S&P 500 Index - Total Return $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 S&P 500 Industrials Index $ 100.00 $ 121.12 $ 114.48 $ 135.24 $ 158.87 $ 189.72 Russell 2000 Index $ 100.00 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 134.40

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

112 edited+35 added−20 removed105 unchanged

2024 filing

2025 filing

Biggest changeReconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities (dollar amounts in thousands) Year Ended December 31, 2024 2023 2022 2021 2020 Adjusted EBITDA 1 $ 351,725 $ 322,038 $ 288,866 $ 248,617 $ 241,023 Interest paid (48,324 ) (38,603 ) (14,775 ) (10,326 ) (9,050 ) Income taxes paid, net of refunds received (36,524 ) (91,565 ) (27,362 ) (9,087 ) (34,903 ) Gain on sale of used rental equipment (35,085 ) (31,642 ) (37,979 ) (25,441 ) (19,329 ) Foreign currency exchange (gain) loss 215 (310 ) 378 210 (78 ) Amortization of debt issuance costs 66 8 16 15 11 Change in certain assets and liabilities: Accounts receivable, net 8,026 (35,143 ) (30,524 ) (23,946 ) 4,783 Prepaid expenses and other assets 6,887 (29,326 ) (16,484 ) (6,816 ) 3,807 Accounts payable and other liabilities 128,981 (14,208 ) 8,595 11,155 3,229 Deferred income (1,592 ) 14,094 23,701 9,082 (8,989 ) Net cash provided by operating activities $ 374,375 $ 95,343 $ 194,432 $ 193,463 $ 180,504 1.

Biggest changeThe gain on merger termination from WillScot Mobile Mini was considered a non-operating transaction and is excluded from Adjusted EBITDA. - 45 - Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA (dollar amounts in thousands) Year Ended December 31, 2025 2024 2023 2022 2021 Net cash provided by operating activities $ 255,683 $ 374,375 $ 95,343 $ 194,432 $ 193,463 Change in certain assets and liabilities: Accounts receivable, net 12,523 (8,026 ) 35,143 30,524 23,946 Prepaid expenses and other assets (3,404 ) (6,887 ) 29,326 16,484 6,816 Accounts payable and other liabilities 13,903 (128,981 ) 14,208 (8,595 ) (11,155 ) Deferred income (328 ) 1,592 (14,094 ) (23,701 ) (9,082 ) Amortization of debt issuance costs (206 ) (66 ) (8 ) (16 ) (15 ) Foreign currency exchange gain (loss) 80 (215 ) 310 (378 ) (210 ) Gain on sale of used rental equipment 44,191 35,085 31,642 37,979 25,441 Income taxes paid, net of refunds received 10,116 36,524 91,565 27,362 9,087 Interest paid 29,905 48,324 38,603 14,775 10,326 Adjusted EBITDA 1 $ 362,463 $ 351,725 $ 322,038 $ 288,866 $ 248,617 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 the rental equipment. 4.

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

Adjusted EBITDA is a non-GAAP financial measure and is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation and transaction costs.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment excluding accessory equipment. Average utilization for the period is calculated using the average month end costs of the rental equipment. 4.

Average and Period end rental equipment represents the cost of rental equipment excluding 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.

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 and Series F 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 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.

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 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.

Among other restrictions, the Note Purchase Agreement, which has superseded in its entirety the Prior NPA, under which the Series D Senior Notes, Series E Senior Notes and Series F 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 (as defined in the Note Purchase Agreement) to fixed charges as of the end of any fiscal quarter to be less than 2.50 to 1.

Among other restrictions, the Note Purchase Agreement, which has superseded in its entirety the Prior NPA, under which the Series D Senior Notes, Series E Senior Notes, Series F Senior Notes and Series 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 (as defined in the Note Purchase Agreement) to fixed charges as of the end of any fiscal quarter to be less than 2.50 to 1.

Revenue from contracts that satisfy the criteria for over-time recognition are recognized as work is performed by using the input method based on the ratio of costs incurred to estimated total contract costs for each contract.

Revenue from contracts that satisfy the criteria for over-time recognition are recognized - 52 - as work is performed by using the input method based on the ratio of costs incurred to estimated total contract costs for each contract.

Application of the goodwill impairment assessment requires judgement including the identification - 51 - of reporting units, assignment of assets and liabilities to reporting units, business projections including changes in pricing, rental and sale activity and costs, long term growth rates and discount rates.

Application of the goodwill impairment assessment requires judgement including the identification of reporting units, assignment of assets and liabilities to reporting units, business projections including changes in pricing, rental and sale activity and costs, long term growth rates and discount rates.

The reduction in selling and administrative expenses was primarily the result of $2.5 million lower allocated corporate services, which in 2023 included transaction costs of $1.3 million, attributed to the divestiture of Adler Tanks. - 35 - TRS-RenTelco For 2024, TRS-RenTelco’s total revenues decreased $13.0 million, or 9%, to $135.2 million, compared to 2023, primarily due to lower rental and other revenues, partly offset by higher sales revenues.

The reduction in selling and administrative expenses was primarily the result of $2.5 million lower allocated corporate services, which in 2023 included transaction costs of $1.3 million, attributed to the divestiture of Adler Tanks. - 42 - TRS-RenTelco For 2024, TRS-RenTelco’s total revenues decreased $13.0 million, or 9%, to $135.2 million, compared to 2023, primarily due to lower rental and other revenues, partly offset by higher sales revenues.

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

As of December 31, 2024, 2,000,000 shares remain authorized for repurchase under the Repurchase Plan. Unsecured Revolving Lines of Credit On July 15, 2022, 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”).

As of December 31, 2025, 2,000,000 shares remain authorized for repurchase under the Repurchase Plan. Unsecured Revolving Lines of Credit On July 15, 2022, 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”).

Comparatively, in 2023 the Company sold its Adler Tanks business, generating a total of $202.7 million in net proceeds, which were primarily used to expand the Company's rental asset fleet through the purchase of Vesta Modular. These types of transactions are considered nonrecurring to the Company and not a normal part of continuing operations.

Comparatively, in 2023 the Company sold its Adler Tanks business, generating a total of $202.7 million in net proceeds, which were primarily used to expand the Company's rental asset fleet through the acquisition of Vesta Modular. These types of transactions are considered nonrecurring to the Company and not a normal part of continuing operations.

At December 31, 2024 the Company was comprised of four reportable business segments: (1) its modular building rental segment (“Mobile Modular”); (2) its portable storage container rental segment ("Portable Storage"); (3) its electronic test equipment rental segment (“TRS-RenTelco”); and (4) its classroom manufacturing segment selling modular buildings used primarily as classrooms in California (“Enviroplex”).

At December 31, 2025 the Company was comprised of four reportable business segments: (1) its modular building rental segment (“Mobile Modular”); (2) its portable storage container rental segment ("Portable Storage"); (3) its electronic test equipment rental segment (“TRS-RenTelco”); and (4) its classroom manufacturing segment selling modular buildings used primarily as classrooms in California (“Enviroplex”).

For 2024, Mobile Modular’s selling and administrative expenses decreased $1.9 million, or 1%, to $136.7 million, when compared to 2023. - 33 - Portable Storage For 2024, Portable Storage’s total revenues decreased $6.6 million, or 7%, to $94.5 million compared to 2023, primarily due to lower rental and rental related services revenues, partly offset by $1.1 million higher sales revenues.

For 2024, Mobile Modular’s selling and administrative expenses decreased $1.9 million, or 1%, to $136.7 million, when compared to 2023. - 40 - Portable Storage For 2024, Portable Storage’s total revenues decreased $6.6 million, or 7%, to $94.5 million compared to 2023, primarily due to lower rental and rental related services revenues, partly offset by $1.1 million higher sales revenues.

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. There were no shares of common stock repurchased during the twelve months ended December 31, 2024, 2023 and 2022.

At December 31, 2024, 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.

At December 31, 2025, 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.

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 - 32 - Mobile Modular’s gross profit for 2024 increased $45.6 million, or 18%, to $303.5 million.

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 - 39 - Mobile Modular’s gross profit for 2024 increased $45.6 million, or 18%, to $303.5 million.

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 - 34 - Portable Storage’s gross profit for 2024 decreased $5.0 million, or 7%, to $63.9 million.

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 - 41 - Portable Storage’s gross profit for 2024 decreased $5.0 million, or 7%, to $63.9 million.

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. - 36 - nm = Not meaningful TRS-RenTelco’s gross profit for 2024 decreased $6.5 million, or 10%, to $56.1 million.

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 - 43 - TRS-RenTelco’s gross profit for 2024 decreased $6.5 million, or 10%, to $56.1 million.

In 2024, 2023 and 2022 the Company performed qualitative assessments taking into consideration the market value of the Company, any changes in management, key personnel, strategy and any relevant macroeconomic conditions, concluding that the fair value of the reporting units substantially exceeded the respective reporting units carrying value, including goodwill.

In 2025, 2024 and 2023 the Company performed qualitative assessments taking into consideration the market value of the Company, any changes in management, key personnel, strategy and any relevant macroeconomic conditions, concluding that the fair value of the reporting units substantially exceeded the respective reporting units carrying value, including goodwill.

Excluding the gain and transaction costs attributed to the merger termination in the current year, and the gain on sale of discontinued operations in 2023, the Company's net income increased by approximately $33.9 million, or 30%, to $145.7 million, and diluted earnings per share increased $1.37, or 30%, to $5.93, compared to $4.56 in 2023.

Excluding the gain and transaction costs attributed to the merger termination in 2024, and the gain on sale of discontinued operations in 2023, the Company's net income increased by approximately $33.9 million, or 30%, to $145.7 million, and diluted earnings per share increased $1.37, or 30%, to $5.93, compared to $4.56 in 2023.

However, there can be no assurance as to the Company’s ability to maintain a large installed customer base or ability to sustain its historical operating margins. - 29 - Recent Developments Dividends In February 2025, the Company announced that its Board of Directors declared a cash dividend of $0.485 per common share for the quarter ending March 31, 2025, an increase of 2% over the prior year’s comparable quarter.

However, there can be no assurance as to the Company’s ability to maintain a large installed customer base or ability to sustain its historical operating margins. - 29 - Recent Developments Dividends In February 2026, the Company announced that its Board of Directors declared a cash dividend of $0.495 per common share for the quarter ending March 31, 2026, an increase of 2% over the prior year’s comparable quarter.

If the estimated residual values of all of our rental equipment were to change one percentage point, the Company estimates the annual depreciation expense would change by approximately $1.0 million.

If the estimated residual values of all of our rental equipment were to change one percentage point, the Company estimates the annual depreciation expense would change by approximately $0.9 million.

A reconciliation of Adjusted EBITDA to net cash provided by operating activities and net income to Adjusted EBITDA can be found on page 45. - 31 - Mobile Modular For 2024, Mobile Modular’s total revenues increased $73.1 million, or 13%, to $635.4 million compared to 2023, primarily due to higher rental, sales and rental related services revenues.

A reconciliation of Adjusted EBITDA to net cash provided by operating activities and net income to Adjusted EBITDA can be found on page 46. - 38 - Mobile Modular For 2024, Mobile Modular’s total revenues increased $73.1 million, or 13%, to $635.4 million compared to 2023, primarily due to higher rental, sales and rental related services revenues.

At December 31, 2024, the actual ratio was 3.19 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 December 31, 2025, the actual ratio was 3.88 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.

The rental and sale of modulars to public school districts comprised 24%, 18% and 21% of the Company’s consolidated rental and sales revenues from continuing operations for 2024, 2023 and 2022, respectively. (For more information, see “Item 1.

The rental and sale of modulars to public school districts comprised 25%, 24% and 18% of the Company’s consolidated rental and sales revenues from continuing operations for 2025, 2024 and 2023, respectively. (For more information, see “Item 1.

For additional information on discontinued operations and the divestiture of Adler Tanks, refer to Note 5 to the consolidated financial statements. For 2024 compared to 2023, on a consolidated basis from continuing operations: • Gross profit increased $41.8 million, or 11%, to $435.4 million.

Additional information regarding discontinued operations and the divestiture of Adler Tanks is included in the Note 5 to the Consolidated Financial Statements. For 2024 compared to 2023, on a consolidated basis from continuing operations: • Gross profit increased $41.8 million, or 11%, to $435.4 million.

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 April 21, 2011 (as amended): (i) the $60.0 million aggregate outstanding principal of notes issued November 5, 2015 and due November 5, 2022, (ii) the $40.0 million aggregate outstanding principal of notes issued March 17, 2021 and due March 17, 2028, and (iii) the $60.0 million aggregate outstanding principal of notes issued June 16, 2021 and due June 16, 2026.

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 and the Company’s existing senior notes issued pursuant to the Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc., dated as of April 21, 2011 (as amended, the "Prior NPA") comprised of (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.

During the year ended December 31, 2023, the Company transacted a total of $462.1 million in acquisition related costs. There were no acquisition related transactions during the years ended December 31, 2024 and 2022, respectively.

During the years ended December 31, 2025 and 2023, the company transacted a total of $23.8 million and $462.1 million in acquisition related costs, respectively. There were no acquisition related transactions during the year ended December 31, 2024.

To the extent that the useful lives of all of our rental equipment were to decrease or increase by one year, the Company estimates the annual depreciation expense would increase or decrease by approximately $5.0 million.

The Company’s rental operations include rental and rental related services revenues which comprised approximately 70% of the Company’s total revenues from continuing operations in 2024 and 74% for the three years ended December 31, 2024.

The Company’s rental operations include rental and rental related services revenues which comprised approximately 70% of the Company’s total revenues from continuing operations in 2025 and 72% for the three years ended December 31, 2025.

At December 31, 2024, the actual ratio was 3.19 to 1. • Permit the Consolidated Leverage Ratio of funded debt to EBITDA (as defined in the Note Purchase Agreement) at any time during any period of four consecutive quarters to be greater than 2.75 to 1. At December 31, 2024, the actual ratio was 1.68 to 1.

At December 31, 2025, the actual ratio was 3.88 to 1. • Permit the Consolidated Leverage Ratio of funded debt to EBITDA (as defined in the Note Purchase Agreement) at any time during any period of four consecutive quarters to be greater than 2.75 to 1. At December 31, 2025, the actual ratio was 1.42 to 1.

Percentage of Revenue Table The following table sets forth for the periods indicated the results of operations as a percentage of the Company’s total revenues from continuing operations and the percentage of changes in the amount of such items as compared to the amount in the indicated prior period: Percent of Total Revenues Percent Change Three Years Year Ended December 31, 2024 over 2023 over 2024–2022 2024 2023 2022 2023 2022 Revenues Rental 57 % 54 % 57 % 61 % 3 % 22 % Rental related services 17 16 17 15 7 45 Rental operations 74 70 74 76 4 26 Sales 25 29 25 23 27 40 Other 1 1 1 1 nm nm Total revenues 100 100 100 100 10 31 Costs and expenses Direct costs of rental operations Depreciation of rental equipment 11 11 11 13 — 11 Rental related services 11 11 12 11 7 40 Other 14 11 13 16 (5 ) 10 Total direct costs of rental operations 36 33 36 40 0 18 Cost of sales 17 19 17 14 27 50 Total costs 53 52 53 54 9 27 Gross profit 47 48 47 46 11 36 Selling and administrative expenses 23 22 25 22 (3 ) 45 Other income 1 1 — — 157 100 Income from operations 24 27 23 24 29 29 Interest expense 4 5 5 2 16 232 Gain on merger termination from WillScot Mobile Mini, net of transaction costs 5 13 — — 100 — Income from continuing operations before provision for income taxes 25 34 18 22 110 11 Provision for income taxes from continuing operations 6 9 5 5 118 20 Income from continuing operations 19 % 25 % 13 % 17 % 107 % 8 % nm = Not meaningful - 30 - Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 Overview Consolidated revenues in 2024 increased 8% to $910.9 million, from $841.3 million in 2023.

Percentage of Revenue Table The following table sets forth for the periods indicated the results of operations as a percentage of the Company’s total revenues from continuing operations and the percentage of changes in the amount of such items as compared to the amount in the indicated prior period: Percent of Total Revenues Percent Change Three Years Year Ended December 31, 2025 over 2024 over 2025–2023 2025 2024 2023 2024 2023 Revenues Rental 55 % 53 % 54 % 57 % 3 % 3 % Rental related services 17 17 16 17 9 7 Rental operations 72 70 70 74 4 4 Sales 27 29 29 25 3 27 Other 1 1 1 1 (8 ) (16 ) Total revenues 100 100 100 100 4 10 Costs and expenses Direct costs of rental operations Depreciation of rental equipment 10 10 11 11 (1 ) 0 Rental related services 12 12 11 12 8 7 Other 13 12 11 13 8 (5 ) Total direct costs of rental operations 35 34 33 36 5 0 Cost of sales 17 18 19 17 (2 ) 27 Total costs 52 52 52 53 3 9 Gross profit 48 48 48 47 4 11 Selling and administrative expenses 23 22 22 25 5 (3 ) Other income — — 1 — (100 ) 157 Income from operations 25 26 27 23 0 29 Interest expense 4 3 5 5 (35 ) 16 Gain on merger termination from WillScot Mobile Mini, net of transaction costs 4 — 13 — 100 100 Income from continuing operations before provision for income taxes 25 23 34 18 (32 ) 110 Provision for income taxes from continuing operations 7 6 9 5 (31 ) 118 Income from continuing operations 19 % 17 % 25 % 13 % (33 )% 107 % - 30 - Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024 Overview Consolidated revenues in 2025 increased 4% to $944.2 million, from $910.9 million in 2024.

At December 31, 2024, the actual ratio was 3.19 to 1. • Permit the Consolidated Leverage Ratio of funded debt to EBITDA at any time during any period of four consecutive fiscal quarters to be greater than 2.75 to 1. At December 31, 2024, the actual ratio was 1.68 to 1.

At December 31, 2025, the actual ratio was 3.88 to 1. • Permit the Consolidated Leverage Ratio of funded debt to EBITDA at any time during any period of four consecutive fiscal quarters to be greater than 2.75 to 1. At December 31, 2025, the actual ratio was 1.42 to 1.

At December 31, 2024, the actual ratio was 1.68 to 1. At December 31, 2024, the Company was in compliance with each of these aforementioned covenants.

At December 31, 2025, the actual ratio was 1.42 to 1. At December 31, 2025, the Company was in compliance with each of these aforementioned covenants.

The Company had other capital expenditures for property, plant and equipment of $40.2 million in 2024, $44.0 million in 2023 and $17.6 million in 2022, and has used cash to provide returns to its shareholders in the form of cash dividends.

The Company had other capital expenditures for property, plant and equipment of $44.4 million in 2025, $40.2 million in 2024 and $44.0 million in 2023, and has used cash each year to provide returns to its shareholders in the form of cash dividends.

Reconciliation of Income from Continuing Operations to Adjusted EBITDA (dollar amounts in thousands) Year Ended December 31, 2024 2023 2022 2021 2020 Income from continuing operations $ 231,727 $ 111,852 $ 103,309 $ 85,085 $ 96,121 Provision for income taxes 81,922 37,610 31,377 30,725 28,715 Interest expense 47,241 40,560 12,230 8,244 6,680 Depreciation and amortization 107,455 107,918 93,490 87,972 75,751 EBITDA 468,345 297,940 240,406 212,026 207,267 Share-based compensation 9,502 8,157 6,747 6,585 4,746 Transaction costs 3 63,159 15,877 4,053 2,045 — Other income, net 4 (9,281 ) (3,618 ) — — — Gain on merger termination from WillScot Mobile Mini 5 (180,000 ) — — — — Adjusted EBITDA 1 $ 351,725 $ 318,356 $ 251,206 $ 220,656 $ 212,013 Adjusted EBITDA margin 2 38 % 39 % 40 % 41 % 43 % 1.

Reconciliation of Income from Continuing Operations to Adjusted EBITDA (dollar amounts in thousands) Year Ended December 31, 2025 2024 2023 2022 2021 Income from continuing operations $ 156,308 $ 231,727 $ 111,852 $ 103,309 $ 85,085 Provision for income taxes 56,773 81,922 37,610 31,377 30,725 Interest expense 30,622 47,241 40,560 12,230 8,244 Depreciation and amortization 107,069 107,455 107,918 93,490 87,972 EBITDA 350,772 468,345 297,940 240,406 212,026 Share-based compensation 11,225 9,502 8,157 6,747 6,585 Transaction costs 3 466 63,159 15,877 4,053 2,045 Other income, net 4 — (9,281 ) (3,618 ) — — Gain on merger termination from WillScot Mobile Mini 5 — (180,000 ) — — — Adjusted EBITDA 1 $ 362,463 $ 351,725 $ 318,356 $ 251,206 $ 220,656 Adjusted EBITDA margin 2 38 % 38 % 39 % 40 % 41 % 1.

For modular equipment, external factors to consider may include, but are not limited to, changes in legislation, regulations, building codes, local permitting, and supply or demand. Internal factors for modulars may include, but are not limited to, change in equipment specifications, condition of equipment, or maintenance policies.

The lives and residual values of rental equipment are subject to periodic evaluation. For modular equipment, external factors to consider may include, but are not limited to, changes in legislation, regulations, building codes, local permitting, and supply or demand. Internal factors for modulars may include, but are not limited to, change in equipment specifications, condition of equipment, or maintenance policies.

Cash flows for the Company in 2024 as compared to 2023 are summarized as follows: Cash Flows from Operating Activities: The Company’s operations provided net cash flows of $374.4 million for 2024, compared to $95.3 million in 2023.

Cash flows for the Company in 2025 as compared to 2024 are summarized as follows: Cash Flows from Operating Activities: The Company’s operations provided net cash flows of $255.7 million for 2025, compared to $374.4 million in 2024.

Sales and other revenues of modulars, containers and electronic test equipment have comprised approximately 30% of the Company’s consolidated revenues from continuing operations in 2024 and 26% for the three years ended December 31, 2024. Over the past three years, modulars, containers and electronic test equipment comprised approximately 83%, 3% and 14% of sales and other revenues, respectively.

Sales and other revenues of modulars, containers and electronic test equipment have comprised approximately 30% of the Company’s consolidated revenues from continuing operations in 2025 and 28% for the three years ended December 31, 2025. Over the past three years, modulars, containers and electronic test equipment comprised approximately 84%, 3% and 13% of sales and other revenues, respectively.

Contractual Obligations and Commitments At December 31, 2024, the Company’s material contractual obligations and commitments consisted of outstanding borrowings under our credit facilities expiring in 2027, outstanding amounts under our 2.35%, 2.57% and 6.25% senior notes due in 2026, 2028 and 2030, respectively, and operating leases for facilities. The operating lease amounts exclude property taxes and insurance.

Contractual Obligations and Commitments At December 31, 2025, the Company’s material contractual obligations and commitments consisted of outstanding borrowings under our credit facilities expiring in 2027, outstanding amounts under our 2.35%, 2.57%, 6.25% and 5.30% senior notes due in 2026, 2028, 2030 and 2032 respectively, and operating leases for facilities.

Over the past three years, modulars, storage containers and electronic test equipment comprised approximately 65%, 15% and 20%, respectively, of the cumulative rental operations revenues from continuing operations.

Over the past three years, modulars, storage containers and electronic test equipment comprised approximately 68%, 14% and 18%, respectively, of the cumulative rental operations revenues from continuing operations.

For 2023, TRS-RenTelco’s selling and administrative expenses increased $3.7 million, or 14%, to $31.0 million, primarily due to $2.6 million higher allocated corporate expenses, which included $1.6 million of allocated transaction costs from the divestiture of Adler Tanks, as compared to 2022. - 44 - 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 reduction in selling and administrative expenses was primarily the result of $4.0 million lower allocated corporate services, which included transaction costs of $1.6 million in 2023 attributed to the divestiture of Adler Tanks. - 44 - 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.

At December 31, 2024, under the Credit Facility and Sweep Service Facility, the Company had unsecured lines of credit that permit it to borrow up to $650.0 million of which $342.4 million was outstanding and had the capacity to borrow up to an additional - 48 - $307.6 million.

At December 31, 2025, under the Credit Facility and Sweep Service Facility, the Company had unsecured lines of credit that permit it to borrow up to $650.0 million of which $265.0 million was outstanding and had the capacity to borrow up to an additional $385.0 million.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources”). 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 “Item 7.

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 “Item 7.

For the year ended December 31, 2023 compared to the year ended December 31, 2022: • Gross Profit on Rental Revenues – Rental revenues increased $12.3 million, or 20%, due to 11% higher average rental equipment on rent and 8% higher average monthly rental rates in 2023.

For the year ended December 31, 2025 compared to the year ended December 31, 2024: • Gross Profit on Rental Revenues – Rental revenues increased $8.8 million, or 3%, due to 2% higher average rental equipment on rent and 1% higher average monthly rental rates in 2025.

The Credit Facility provides for a $650.0 million unsecured revolving credit facility (which may be further increased to $950.0 million, of which as of December 31, 2024, $73.0 million was utilized through the term loan entered on April 23, 2024, by adding one or more tranches of term loans and/or increasing the aggregate revolving commitments), 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 Credit Facility provides for a $650.0 million unsecured revolving credit facility (which may be further increased to $950.0 million, by adding one or more tranches of term loans and/or increasing the aggregate revolving commitments), 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 full net proceeds from the Series E Senior Notes were used to pay down the Company’s credit facility. At December 31, 2024, the principal balance outstanding under the Series E Senior Notes was $60.0 million.

The principal balance is due when the notes mature 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 December 31, 2025, the principal balance outstanding under the Series E Senior Notes was $60.0 million.

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 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 table below provides a summary of the Company’s contractual obligations and reflects expected payments due as of December 31, 2024 and does not reflect changes that could arise after that date.

The operating lease amounts exclude property taxes and insurance. - 50 - The table below provides a summary of the Company’s contractual obligations and reflects expected payments due as of December 31, 2025 and does not reflect changes that could arise after that date.

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 - 39 - Mobile Modular’s gross profit for 2023 increased $96.0 million, or 59%, to $257.9 million.

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 - 32 - Mobile Modular’s gross profit for 2025 increased $6.0 million, or 2%, to $309.5 million.

The Sweep Service Facility matures on the earlier of July 15, 2027, or the date the Company ceases to utilize MUFG Union Bank, N.A. for its cash management services. The Sweep Service Facility replaced the Company’s prior $12.0 million sweep service facility, dated as of March 30, 2020.

The Sweep Service Facility matures on the earlier of July 15, 2027, or the date the Company ceases to utilize MUFG Union Bank, N.A. for its cash management services.

In 2024, Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex contributed 68%, 16%, 12% and 4%, respectively, of the Company’s income from continuing operations before provision for taxes (the equivalent of “pre-tax income”), compared to 62%, 22%, 16% and less than 1%, respectively, for 2023.

In 2025, Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex contributed 66%, 12%, 16% and 6%, respectively, of the Company’s income from continuing operations before provision for taxes (the equivalent of “pre-tax income”), compared to 69%, 16%, 12% and 3%, respectively, for 2024.

On April 23, 2024, the Company entered into a first incremental facility amendment with Bank of America, N.A., as Administrative Agent and the first incremental lender (“BoA”) and the guarantors named therein (the “First Incremental Amendment”).

The Sweep Service Facility replaced the Company’s prior $12.0 million sweep service facility, dated as of March 30, 2020. - 48 - On April 23, 2024, the Company entered into a first incremental facility amendment with Bank of America, N.A., as Administrative Agent and the first incremental lender (“BoA”) and the guarantors named therein (the “First Incremental Amendment”).

The principal balance is due when the notes mature on September 27, 2030. The full net proceeds from the Series F Senior Notes were primarily used to fulfill the income tax obligations incurred from the divestiture of Adler Tanks.

The full net proceeds from the Series F Senior Notes were primarily used to fulfill the income tax obligations incurred from the divestiture of Adler Tanks.

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. - 34 - nm = Not meaningful Portable Storage’s gross profit for 2025 decreased $5.2 million, or 8%, to $58.7 million.

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 TRS-RenTelco’s gross profit for 2025 increased $12.2 million, or 22%, to $68.2 million.

The increase in rental related services revenues was primarily attributable to increased delivery and return delivery revenues.

The increase in rental related services revenues was primarily attributable to higher site related services and repair revenues.

Interest on the Series E Senior Notes is 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 is due when the notes mature on June 16, 2026.

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.

Additionally, to the extent information is publicly available, the Company also compares its depreciation policies to other companies with similar rental products for reasonableness. The lives and residual values of rental equipment are subject to periodic evaluation.

Depreciation - The estimated useful lives and estimated residual values used for rental equipment are based on the Company’s experience as to the economic useful life and sale value of its products. Additionally, to the extent information is publicly available, the Company also compares its depreciation policies to other companies with similar rental products for reasonableness.

As a percentage of rental revenues, depreciation was 5% and 4% in 2023 and 2022, respectively, and other direct costs were 10% in both 2023 and 2022, which resulted in gross margin percentage of 85% in 2023 compared to 86% in 2022.

As a percentage of rental revenues, depreciation was 6% in both 2025 and 2024, and other direct costs were 11% and 8% in 2025 and 2024, respectively, which resulted in gross margin percentage of 83% in 2025, compared to 86% in 2024.

At December 31, 2024, 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.

At December 31, 2025, 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 Prior NPA.

The higher revenues coupled with higher gross margin percentage of 9% in 2023, compared to 4% in 2022, resulted in rental related services gross profit increasing $1.2 million to $1.9 million in 2023. • Gross Profit on Sales – Sales revenues increased $1.7 million, or 56%, primarily due to higher used equipment sales.

The lower revenues coupled with a negative gross margin percentage of 8% in 2025, compared to a gross margin percentage of 2% in 2024, resulted in rental related services gross profit decreasing $1.7 million to a loss of $1.3 million, in 2025. • Gross Profit on Sales – Sales revenues increased $2.1 million, or 37%, primarily due to higher used equipment sales.

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. 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 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.

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.

As a percentage of rental revenues, depreciation was 13% and 14% in 2023 and 2022, respectively, and other direct costs were 30% in 2023 and 37% in 2022, which resulted in gross margin percentage of 57% in 2023, compared to 49% in 2022.

As a percentage of rental revenues, depreciation was 36% and 43% in 2025 and 2024, respectively, and other direct costs were 21% and 20% in 2025 and 2024, respectively, which resulted in gross margin percentage of 43% in 2025, compared to 37% in 2024.

Sales occur routinely as a normal part of Mobile Modular’s rental business; however, these sales can fluctuate from period to period depending on customer requirements, equipment availability and funding. For 2025, Mobile Modular’s selling and administrative expenses increased $6.1 million, or 4%, to $142.8 million, when compared to 2024.

Sales occur routinely as a normal part of TRS-RenTelco’s rental business; however, these sales and related gross margins can fluctuate from period to period depending on customer requirements, equipment availability and funding.

Gross profit on sales increased $3.0 million, or 20%, to $18.1 million, with a gross margin percentage of 54% in 2025, compared to 55% in 2024. Sales occur routinely as a normal part of TRS-RenTelco’s rental business; however, these sales and related gross margins can fluctuate from period to period depending on customer requirements, equipment availability and funding.

Other revenues include interest income on sales-type leases and rental income on facility leases. Non-lease revenue - Sales revenue is recognized upon delivery and installation of the equipment to customers. Site related services revenues outside of the modular building such as grading, drainage, landscaping and paving are recognized upon completion of the services performed.

The Company paid cash dividends of $46.8 million, $45.6 million and $44.3 million in the years ended December 31, 2024, 2023 and 2022, respectively. - 47 - 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").

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.

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.

Other income, net consists of net gains on property, plant and equipment sales that are infrequent in nature and excluded from Adjusted EBITDA. 5.

A reconciliation of Adjusted EBITDA to net cash provided by operating activities and net income to Adjusted EBITDA can be found on page 45. - 38 - Mobile Modular For 2023, Mobile Modular’s total revenues increased $183.0 million, or 48%, to $562.2 million compared to 2022, primarily due to higher rental, sales and rental related services revenues.

A reconciliation of Adjusted EBITDA to net cash provided by operating activities and net income to Adjusted EBITDA can be found on page 46. - 31 - Mobile Modular For 2025, Mobile Modular’s total revenues increased $9.8 million, or 2%, to $645.1 million compared to 2024, primarily due to higher rental operations revenues, partly offset by lower sales and other revenues.

As a percentage of rental revenues, depreciation was 42% and 41% in 2023 and 2022, respectively, and other direct costs were 18% in both 2023 and 2022, which resulted in gross margin percentage of 40% in 2023, compared to 42% in 2022.

As a percentage of rental revenues, depreciation was 13% in both 2025 and 2024, and other direct costs were 27% in 2025 and 26% in 2024, which resulted in gross margin percentage of 60% in 2025, compared to 61% in 2024.

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 Senior Notes, Series E Senior Notes and Series F Senior Notes (as defined and more fully described under the heading “Item 7.

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 “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources”).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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2024 filing

2025 filing

Biggest change(dollar amounts in thousands) 2025 2026 2027 2028 2029 Thereafter Total Estimated Fair Value Revolving lines of credit and term loan $ — $ — $ 415,440 $ — $ — $ — $ 415,440 $ 415,440 Weighted average interest rate — — 6.94 % — — — 6.94 % 2.35% Series E senior notes due in 2026 $ — $ 60,000 $ — $ — $ — $ — $ 60,000 $ 57,285 Stated interest rate — 2.35 % — — — — 2.35 % 2.57% Series D senior notes due in 2028 $ — $ — $ — $ 40,000 $ — $ — $ 40,000 $ 36,366 Stated interest rate — — — 2.57 % — — 2.57 % 6.25% Series F senior notes due in 2030 $ 75,000 $ 75,000 $ 75,725 Stated interest rate — — — — — 6.25 % 6.25 % The Company formed a wholly owned Canadian subsidiary, TRS-RenTelco Inc., in 2004 in conjunction with the TRS acquisition and a wholly owned Indian subsidiary, TRS-RenTelco India Private Limited, in 2013.

Biggest change(dollar amounts in thousands) 2026 2027 2028 2029 2030 Thereafter Total Estimated Fair Value Revolving lines of credit and term loan $ — $ 264,950 $ — $ — $ — $ — $ 264,950 $ 264,950 Weighted average interest rate — 5.79 % — — — — 5.79 % 2.35% Series E senior notes due in 2026 $ 60,000 $ — $ — $ — $ — $ — $ 60,000 $ 59,299 Stated interest rate 2.35 % — — — — — 2.35 % 2.57% Series D senior notes due in 2028 $ — $ — $ 40,000 $ — $ — $ — $ 40,000 $ 37,984 Stated interest rate — — 2.57 % — — — 2.57 % 6.25% Series F senior notes due in 2030 $ — $ — $ — $ — $ 75,000 $ — $ 75,000 $ 77,440 Stated interest rate — — — — 6.25 % — 6.25 % 5.30% Series G senior notes due in 2032 $ — $ — $ — $ — $ — $ 75,000 $ 75,000 $ 76,551 Stated interest rate — — — — — 5.30 % 5.30 % The Company formed a wholly owned Canadian subsidiary, TRS-RenTelco Inc., in 2004 in conjunction with the TRS acquisition.

Weighted average variable rates are based on implied forward rates in the yield curve at December 31, 2024. The estimate of fair value of the Company’s fixed rate debt is based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

Weighted average variable rates are based on implied forward rates in the yield curve at December 31, 2025. The estimate of fair value of the Company’s fixed rate debt is based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company is exposed to cash flow and fair value risk due to changes in interest rates with respect to its 2.35%, 2.57% and 6.25% senior notes due in 2026, 2028 and 2030, respectively, and its revolving lines of credit.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company is exposed to cash flow and fair value risk due to changes in interest rates with respect to its 2.35%, 2.57%, 6.25% and 5.30% senior notes due in 2026, 2028, 2030 and 2032, respectively, and its revolving lines of credit.

The table below presents principal cash flows by expected annual maturities, related weighted average interest rates and estimated fair value for the Company’s Series E, Series D and Series F Senior Notes and the Company’s revolving lines of credit under the Credit Facility and Sweep Service Facility as of December 31, 2024.

The table below presents principal cash flows by expected annual maturities, related weighted average interest rates and estimated fair value for the Company’s Series E, Series D, Series F and Series G Senior Notes and the Company’s revolving lines of credit under the Credit Facility and Sweep Service Facility as of December 31, 2025.

The Company commenced the closure of its Indian operations during 2017. The Canadian operations of the Company subject it to foreign currency risks (i.e. the possibility that the - 52 - financial results could be better or worse than planned because of changes in foreign currency exchange rates).

The Canadian operations of the Company subject it to foreign currency risks (i.e. the possibility that the financial results could be better or worse than planned because of changes in foreign currency exchange rates). Currently, the Company does not use derivative instruments to hedge its economic exposure with respect to assets, liabilities and firm commitments denominated in foreign currencies.

Although there can be no assurances, given the size of the Canadian operations, the Company does not expect future foreign exchange gains and losses to be significant. The Company has no derivative financial instruments that expose the Company to significant market risk. - 53 -

In 2025, the Company experienced minimal impact on net income due to foreign exchange rate fluctuations. Although there can be no assurances, given the size of the Canadian operations, the Company does not expect future foreign exchange gains and losses to be significant.

Removed

Currently, the Company does not use derivative instruments to hedge its economic exposure with respect to assets, liabilities and firm commitments denominated in foreign currencies. In 2024, the Company experienced minimal impact on net income due to foreign exchange rate fluctuations.

Added

The Company has no derivative financial instruments that expose the Company to significant market risk. - 53 -

Top changes in MCGRATH RENTCORP's 2025 10-K

Item 1. Business

Item 1A. Risk Factors

Item 1C. Cybersecurity

Item 2. Properties

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other MGRC 10-K year-over-year comparisons