MCGRATH RENTCORP 8-K

What Happened
McGrath RentCorp (MGRC) announced on February 5, 2026 that Joseph F. Hanna, the Company’s President and CEO, intends to retire effective April 3, 2026. Mr. Hanna will remain on the Board of Directors after his retirement. The Company named Philip B. Hawkins, currently Executive Vice President and Chief Operating Officer, to succeed Mr. Hanna as President and CEO effective April 3, 2026 and also appointed him to the Board as of that date following an increase in the Board size from six to seven directors.

Key Details

• Effective date: April 3, 2026 (retirement of Joseph F. Hanna; Hawkins assumes President & CEO role).
• Mr. Hawkins’ annual base salary: $700,000. Target bonus: 100% of base salary (25% tied to individual priorities; 75% tied to company financial metrics).
• Equity award: $2,500,000 aggregate value at grant, split 50% restricted stock units (RSUs) and 50% performance stock units (PSUs).
• Governance/other: Hawkins (age 50) has been EVP & COO since Jan 2025 and is an existing executive under the Company’s Involuntary Termination Severance Plan; no family relationships or related-party transactions requiring disclosure were reported.

Why It Matters
This is a planned leadership transition at the CEO level with a named internal successor, established compensation and incentive terms, and continuity through Hawkins’ existing executive role and severance coverage. Investors should note the effective date (Apr 3, 2026), the material elements of Hawkins’ pay package (salary, bonus target, and $2.5M equity grant), and that the former CEO will remain on the Board—factors relevant to management continuity and executive incentives going forward.