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Form 8-K

sec.gov

8-K — Custom Truck One Source, Inc.

Accession: 0001709682-26-000017

Filed: 2026-04-27

Period: 2026-04-27

CIK: 0001709682

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ctos-20260427.htm (Primary)

EX-99.1 (ex991q12026pressrelease.htm)

GRAPHIC (ctoslogojpga.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ctos-20260427.htm · Sequence: 1

ctos-20260427

FALSE000170968200017096822026-04-272026-04-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2026

CUSTOM TRUCK ONE SOURCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware   001-38186   84-2531628

(State or Other Jurisdiction

of Incorporation)   (Commission

File Number)   (IRS Employer

Identification No.)

7701 Independence Avenue

Kansas City, Missouri

64125

(Address of principal executive offices) (Zip code)

(816) 241-4888

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Exchange on Which Registered

Common Stock, $0.0001 par value CTOS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On April 27, 2026, Custom Truck One Source, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2026. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, shall be deemed "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

On April 27, 2026, the Company posted an updated investor presentation on its website at www.customtruck.com.

The information in this Item 7.01 shall be deemed "furnished" and not "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1

Press release of Custom Truck One Source, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

April 27, 2026

Custom Truck One Source, Inc.

/s/ Christopher J. Eperjesy

Christopher J. Eperjesy

Chief Financial Officer

EX-99.1

EX-99.1

Filename: ex991q12026pressrelease.htm · Sequence: 2

Document

EXHIBIT 99.1

Custom Truck One Source, Inc. Reports First Quarter 2026 Results and Increases Adjusted EBITDA 2026 Guidance

KANSAS CITY, Mo. April 27, 2026 – (BUSINESS WIRE) – Custom Truck One Source, Inc. (NYSE: CTOS), a leading provider of specialty equipment to the electric utility, telecom, rail, forestry, waste management and other infrastructure-related end markets, today reported financial results for the three months ended March 31, 2026.

CTOS First-Quarter Highlights

•Record first quarter revenue of $461.6 million, an increase of $39.4 million, or 9.3%, compared to the first quarter of 2025

•Increased Average OEC on rent by $141.4 million, or 11.8%, compared to the first quarter of 2025

•Gross profit of $103.1 million, an increase of $17.5 million, or 20.5%, compared to the first quarter of 2025

•Adjusted Gross Profit of $159.3 million, an increase of $23.6 million, or 17.4%, compared to the first quarter of 2025

•Net loss of $4.1 million, an improvement of $13.7 million, or 76.9%, compared to the first quarter of 2025

•Adjusted EBITDA of $98.0 million, an increase of $24.6 million, or 33.4%, compared to the first quarter of 2025

•Given strong conditions in the transmission and distribution (“T&D”) end markets, increasing 2026 full year Adjusted EBITDA1 guidance range from $410M - $435M to $415M - $440M

“In the first quarter, we achieved record first-quarter revenue and delivered substantial year-over-year growth in revenue and Adjusted EBITDA of 9% and 33%, respectively. The sustained performance in our core T&D markets continues to be the primary driver of performance within our SER segment and for the Company as a whole. For the quarter, our rental fleet achieved average utilization of 81.4%, up 370 basis points versus the first quarter of last year. We ended the quarter with total OEC of $1.66 billion, the highest in our history, which should support our expected growth within SER in 2026,” said Ryan McMonagle, Chief Executive Officer of CTOS. “Our STEM segment also had a strong quarter, delivering revenue of $268 million, which excludes $95 million of sales to our SER segment. Our strong performance in the quarter allowed us to make substantial progress in reducing our net leverage, down almost 30 basis points versus the end of the previous quarter. We continue to be optimistic about the remainder of 2026, as CTOS remains well-positioned to benefit from secular tailwinds driven by data center investments, electrification, utility grid upgrades and infrastructure investment. For 2026, we remain focused on Adjusted EBITDA growth, working capital management, free cash flow generation and continued deleveraging.” McMonagle added.

Summary Actual Consolidated Financial Results

Three Months Ended March 31, Three Months Ended December 31, 2025

(in $000s) 2026 2025

Rental revenue $ 137,215  $ 116,261  $ 141,981

Equipment sales 292,634  273,863  353,925

Parts sales and services 31,773  32,108  32,278

Total revenue 461,622  422,232  528,184

Gross Profit $ 103,063  $ 85,536  $ 123,061

Adjusted Gross Profit1

$ 159,260  $ 135,627  $ 179,823

Net Income (Loss) $ (4,102) $ (17,791) $ 20,875

Adjusted EBITDA1

$ 97,986  $ 73,426  $ 120,741

1 - Each of Adjusted Gross Profit and Adjusted EBITDA is a non-GAAP measure. Further information and reconciliations for our non-GAAP measures to the most directly comparable financial measure under United States generally accepted accounting principles (“GAAP”) are included at the end of this press release. CTOS is unable to present a quantitative reconciliation of its forward-looking Adjusted EBITDA for the year ending December 31, 2026 to its most directly comparable GAAP financial measure due to the high variability and difficulty in predicting certain items that affect Adjusted EBITDA including, but not limited to, customer buyout requests on rentals with rental purchase options and income tax expense. Adjusted EBITDA should not be used to predict Net income (loss) as the difference between the measures are variable and unpredictable.

Summary Actual Financial Results by Segment

Beginning January 1, 2026, CTOS is reporting our results under two reportable segments: (1) Specialty Equipment Rentals (“SER”) and (2) Specialty Truck Equipment and Manufacturing (“STEM”). The new SER segment consists of our historical Equipment Rental Solutions (“ERS”) segment (except for certain used sales to be accounted for by STEM) and a portion of our historical Aftermarket Parts and Services (“APS”) segment, and the new STEM segment will consist of our historical Truck and Equipment Sales (“TES”) segment, certain used sales that previously were accounted for by ERS and a portion of our historical APS segment. We are also reflecting intercompany activity between the two segments, which is ultimately eliminated in consolidation. This new segment reporting reflects how CTOS’s business is managed and how resources are allocated in 2026 and utilizes Adjusted EBITDA as the segments’ profit measure. Segment Adjusted EBITDA is defined as segment operating income or loss before depreciation and amortization, further excluding the effects of purchase accounting adjustments and the impact of sales-type lease accounting for certain leases containing rental purchase options (or “RPOs”).

Management believes this new presentation better reflects the positioning of CTOS’s strategies and operations portfolio and better reflects key economic drivers, capital intensity, and margin profiles of the respective new segments, as well as aligns our external reporting with how management allocates capital and evaluates performance. Prior period amounts have been recast to reflect the change to two reportable segments.

Specialty Equipment Rentals

Three Months Ended

(in $000s) March 31, 2026 March 31, 2025 December 31, 2025

Revenue from external customers:

Rental $ 137,215  $ 116,261  $ 141,981

Equipment sales 37,777  29,855  55,773

Parts sales and services 18,771  20,965  20,982

Total revenue from external customers 193,763  167,081  218,736

Intersegment sales 6,790  11,600  10,489

Rental AR Provision(1)

2,176  1,845  2,070

Sales type lease adjustment(2)

2,103  1,257  (853)

Total Segment Revenue 204,832  181,783  230,442

Segment Expenses:

Cost of rental, excluding depreciation 30,748  30,092  29,921

Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation(3)

28,472  17,926  35,407

Cost of parts and services, excluding depreciation 17,968  19,977  17,128

Cost of intersegment sales 6,110  11,600  10,489

Rental AR provision(1)

2,176  1,845  2,070

Total segment cost of revenue expenses 85,474  81,440  95,015

Selling, general and administrative expenses 13,861  14,294  15,100

Total segment expenses 99,335  95,734  110,115

Adjusted EBITDA $ 105,497  $ 86,049  $ 120,327

1-Specifically identifiable lease revenue receivables not deemed probable of collection are recorded as a reduction of rental revenue. This is classified as a segment expense for Segment Adjusted EBITDA reviewed by the chief operating decision maker.

2-Impact of sales-type lease accounting for certain leases containing RPOs: this impact is excluded from the measure of Adjusted EBITDA utilized by our CODM to allocate resources and to assess the performance of our segments as we believe continuing to reflect the transactions as an operating lease better reflects the economics of the transactions given our large portfolio of rental contracts.

3-Excludes the non-cash impact of purchase accounting, impact of sales-type lease accounting for certain leases containing RPOs, further excluding depreciation.

Specialty Truck Equipment & Manufacturing

Three Months Ended

(in $000s) March 31, 2026 March 31, 2025 December 31, 2025

Revenue from external customers:

Equipment sales $ 254,857  $ 244,008  $ 298,153

Parts sales and services 13,002  11,143  11,296

Total revenue from external customers 267,859  255,151  309,449

Intersegment sales 95,450  94,789  89,033

Total Segment Revenue 363,309  349,940  398,482

Segment Expenses:

Cost of equipment sales, net of purchase accounting and depreciation(1)

213,225  205,449  249,900

Cost of parts and services, excluding depreciation 9,094  7,444  8,926

Cost of intersegment sales 80,185  94,789  89,033

Total segment cost of revenue expenses 302,504  307,682  347,859

Selling, general and administrative expenses 17,580  15,853  18,301

Floorplan interest expense 10,519  13,297  11,891

Total segment expenses 330,603  336,832  378,051

Adjusted EBITDA $ 32,706  $ 13,108  $ 20,431

1-Excludes the non-cash impact of purchase accounting.

Consolidated Adjusted EBITDA

Three Months Ended

(in $000s) March 31, 2026 March 31, 2025 December 31, 2025

SER Adjusted EBITDA $ 105,497  $ 86,049  $ 120,327

STEM Adjusted EBITDA 32,706  13,108  20,431

Eliminations Adjusted EBITDA (15,945) —  —

Segment Adjusted EBITDA 122,258  99,157  140,758

Reconciling Items:

Corporate and non-allocated selling, general and administrative expenses (24,272) (25,731) (20,017)

Adjusted EBITDA $ 97,986  $ 73,426  $ 120,741

See the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 for a reconciliation of segment-level adjusted EBITDA to Consolidated income (loss) before income taxes.

Summary Combined Operating Metrics

Three Months Ended March 31, Three Months Ended December 31, 2025

(in $000s) 2026 2025

Ending OEC(a) (as of period end)

$ 1,655,414  $ 1,548,210  $ 1,637,115

Average OEC on rent(b)

$ 1,343,712  $ 1,202,285  $ 1,377,027

Fleet utilization(c)

81.4 % 77.7 % 83.6 %

OEC on rent yield(d)

38.9 % 38.5 % 38.7 %

Sales order backlog(e) (as of period end)

$ 411,311  $ 420,149  $ 335,265

(a) Ending OEC — Ending original equipment cost (“OEC”) is the original equipment cost of units at the end of the measurement period.

(b) Average OEC on rent — Average OEC on rent is calculated as the weighted-average OEC on rent during the stated period.

(c) Fleet utilization — total number of days the rental equipment was rented during a specified period of time divided by the total number of days available during the same period and weighted based on OEC.

(d) OEC on rent yield (“ORY”) — a measure of return realized by our rental fleet during a period. ORY is calculated as rental revenue (excluding freight recovery and ancillary fees) during the stated period divided by the Average OEC on rent for the same period. For periods of less than 12 months, the ORY is adjusted to an annualized basis.

(e) Sales order backlog — purchase orders received for customized and stock equipment. Sales order backlog should not be considered an accurate measure of future net sales.

Management Commentary

The increase of 18% in rental revenue in the first quarter of 2026 compared to the first quarter of 2025 was the result of improved average fleet utilization (which increased to 81.4% compared to 77.7%) driven by increased rental volume, with average OEC on rent increasing by 12% year-over-year. Compared to the first quarter of 2025, SER rental equipment sales increased 26.5% in the first quarter of 2026 due to an increase in buyout activity of rental contracts with purchase options. SER adjusted EBITDA in the first quarter of 2026 increased 24% compared to the first quarter of 2025.

Equipment sales in our STEM segment increased 4.4% in the first quarter of 2026 compared to the first quarter of 2025 driven by demand for forestry vehicles. Adjusted EBITDA increased by $19.8 million in the first quarter of 2026 compared to the first quarter of 2025. Our STEM backlog was down 2% compared to the first quarter of 2025, and remains within our expected range of four to six months.

The decrease in net loss in the first quarter of 2026 compared to the first quarter of 2025 was primarily due to higher operating income as a result of higher rental revenue driven by higher average OEC on rent as well as strong new equipment sales.

Adjusted EBITDA for the first quarter of 2026 was $98.0 million, a 33.4% increase compared to the first quarter of 2025, which was largely driven by increased gross profit and lower interest expense on variable-rate floor plan liabilities from lower inventory levels.

As of March 31, 2026, cash and cash equivalents were $9.6 million, total debt outstanding was $1,648.5 million, net debt was $1,638.9 million and our net leverage ratio was 4.02x. Availability under the senior secured credit facility was $256.9 million as of March 31, 2026, and based on our borrowing base, we have an additional $191.6 million of suppressed availability that we can potentially utilize by upsizing our existing facility.

2026 Outlook

We are reaffirming our full year consolidated revenue for 2026 and increasing our Adjusted EBITDA1, 4 guidance to reflect our strong first quarter and continued momentum in the rental business.

Consolidated CTOS:

•Revenue is expected to increase 3% to 9% year-over-year, with Adjusted EBITDA1, 4 expected to increase 8% to 15%

•Net rental fleet investment (purchases less proceeds) for 2026 is expected to be approximately $150 million to $170 million, with mid-single digit net OEC growth, reflecting a meaningful reduction from over $250 million in 2025

•Inventory months on hand is expected to continue trending toward the targeted level of below six months, supporting working capital improvement; and

•Levered free cash flow2, 4 is expected to exceed $50 million for 2026 and net leverage ratio3, 4 is expected to be meaningfully below four times by the end of fiscal 2026; the longer-term target remains achieving a net leverage ratio3, 4 below three times in 2027.

Specialty Equipment Rentals (SER):

•The rental business continues to perform very strong with OEC on rent, utilization and gross margin all continuing to perform ahead of expectations in 2026

•Demand for equipment serving the utility transmission and distribution market remains very strong and at record levels, and further penetration of the vocational rental market is expected to provide incremental growth

•Average fleet age ended 2025 at just over 2.9 years, which positioned the Company to reduce rental fleet investment while continuing to pursue growth, with OEC expected to increase by a mid-single digit percentage in 2026. Average fleet age at the end of the first quarter was just under 3 years, aging slightly.

Specialty Truck Equipment & Manufacturing (STEM):

•Third-party new sales revenue is expected to increase 3% to 10% in 2026 compared to 2025, supported by continued customer demand, stable supply chain conditions and relationships with key customers, chassis suppliers and attachment suppliers

•Total STEM revenue is expected to be down modestly to flat year-over-year due solely to lower intercompany rental sales/capex

•Sales order backlog increased by over $55 million (nearly 20%) in the fourth quarter of 2025 and a further $76 million (nearly 23%) in the first quarter of 2026, currently sitting at 4.5 months LTM third-party new sales and remains within the targeted range of four to six months

“Looking ahead, our focus in 2026 is on disciplined execution – translating strong end-market demand into profitable growth, free cash flow generation, and further balance sheet improvement. Our rental business continues to perform very strong, driven by demand in our utility transmission and distribution markets, and we are seeing the benefit of that strength flow through to margins and Adjusted EBITDA1, 4. We expect to show flat revenue and single digit year-over-year Adjusted EBITDA1, 4 growth in the second quarter. With a younger, highly utilized fleet and improving working capital dynamics, we believe CTOS is positioned to drive higher returns on invested capital while maintaining financial flexibility as we invest selectively to support our customers’ long-term needs, and to translate that into meaningful free cash flow generation,” said Chris Eperjesy, Chief Financial Officer of CTOS.

2026 Consolidated Outlook

Revenue $2,005 million — $2,120 million

Adjusted EBITDA1, 4

$415 million — $440 million

2026 Revenue Outlook by Segment 5

SER $835 million — $870 million

STEM $1,580 million — $1,655 million

1 - Adjusted EBITDA is a non-GAAP performance measure that we use to monitor our results of operations, to measure performance against debt covenants and performance relative to competitors. Refer to the section below entitled “Non-GAAP Financial and Performance Measures” for further information about Adjusted EBITDA.

2 - Levered Free Cash Flow is defined as net cash provided by operating activities, less cash flow for investing activities, excluding acquisitions, plus acquisition of inventory through floor plan payables – non-trade less repayment of floor plan payables – non-trade, both of which are included in cash flow from financing activities in our Consolidated Statements of Cash Flows.

3 - Net leverage ratio is a non-GAAP performance measure used by management, and we believe it provides useful information to investors because it is an important measure to evaluate our debt levels and progress toward leverage targets, which is consistent with the manner our lenders and management use this measure. Refer to the section below entitled “Non-GAAP Financial and Performance Measures” for further information about net leverage ratio.

4 - CTOS is unable to present a quantitative reconciliation of its forward-looking Adjusted EBITDA, Levered Free Cash Flow, and Net Leverage Ratio for future periods to their respective most directly comparable GAAP financial measure due to the high variability and difficulty in predicting certain items that affect such GAAP measures including, but not limited to, customer buyout requests on rentals with rental purchase options and income tax expense. Adjusted EBITDA, Levered Free Cash Flow, and Net Leverage Ratio should not be used to predict their respective most directly comparable GAAP measure as the differences between the respective measures are variable and unpredictable.

5- Beginning January 1, 2026, transactions between segments are accounted for as if completed on an arm’s length basis using a cost-plus methodology.

CONFERENCE CALL INFORMATION

The Company has scheduled a conference call to discuss its first quarter 2026 results at 9:00 a.m. ET on April 28, 2026, via a live audio-only webcast. Both the webcast link and a presentation of financial information will be posted on the “Events & Presentations” page of investors.customtruck.com. A replay of the call will be available by accessing the same webcast link detailed above.

ABOUT CTOS

CTOS is one of the largest providers of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications, and rail markets in North America, with a differentiated “one-stop-shop” business model. CTOS offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade, and installation of critical infrastructure assets, including electric lines, telecommunications networks, and rail systems. The Company's coast-to-coast rental fleet of more than 10,350 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools, and accessories. For more information, please visit customtruck.com.

Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (investors.customtruck.com) in addition to press releases, SEC filings and public conference calls. The information we post through our investor relations website may be deemed material. Accordingly, investors should monitor our investor relations website in addition to following our press releases, SEC filings and public conference calls.

FORWARD-LOOKING STATEMENTS

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “suggests,” “plans,” “targets,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” “could,” “would,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's management’s control, that could cause actual results or outcomes to differ materially from those discussed in this press release. This press release is based on certain assumptions that the Company's management has made in light of its experience in the industry, as well as the Company’s perceptions of historical

trends, current conditions, expected future developments and other factors the Company believes are appropriate in these circumstances and at such time. As you read and consider this press release, you should understand that these statements are not guarantees of performance or results. Many factors could affect the Company’s actual performance and results and could cause actual results to differ materially from those expressed in this press release. Important factors, among others, that may affect actual results or outcomes include: increases in labor costs, changes in U.S. trade policy including tariffs, our inability to obtain raw materials, component parts and/or finished goods in a timely and cost-effective manner, and our inability to manage our rental equipment in an effective manner; competition in the equipment dealership and rental industries; our sales order backlog may not be indicative of the level of our future revenues; increases in unionization rate in our workforce; our inability to attract and retain key personnel, including our management and skilled technicians; material disruptions to our operation and manufacturing locations as a result of public health concerns, equipment failures, natural disasters, work stoppages, power outages or other reasons; any further increase in the cost of new equipment that we purchase for use in our rental fleet or for sale as inventory aging or obsolescence of our existing equipment, and the fluctuations of market value thereof; disruptions in our supply chain; our business may be impacted by government spending; we may experience losses in excess of our recorded reserves for receivables; uncertainty relating to macroeconomic conditions, unfavorable conditions in the capital and credit markets and our customers’ inability to obtain additional capital as required; increases in price of fuel or freight; regulatory, technological advancement, or other changes in our core end-markets may affect our customers’ spending; our strategic initiatives including acquisitions and divestitures may not be successful and may divert our management’s attention away from operations and could create general customer uncertainty; the interest of our majority stockholder, which may not be consistent with the other stockholders; volatility of our common stock market price; our significant indebtedness, which may adversely affect our financial position, limit our available cash and our access to additional capital, prevent us from growing our business and increase our risk of default; our inability to generate cash, which could lead to a default; significant operating and financial restrictions imposed by our debt agreements; changes in interest rates, which could increase our debt service obligations on the variable rate indebtedness and decrease our net income and cash flows; disruptions or security compromises affecting our information technology systems or those of our critical services providers could adversely affect our operating results by subjecting us to liability, and limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, or implement strategic initiatives; we are subject to complex laws and regulations, including environmental and safety regulations that can adversely affect cost, manner or feasibility of doing business; we are subject to a series of risks related to climate change; and increased attention to, and evolving expectations for, sustainability and environmental, social and governance initiatives. For a more complete description of these and other possible risks and uncertainties, please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent reports filed with the Securities and Exchange Commission. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements.

INVESTOR CONTACT

Brian Perman, Vice President, Investor Relations

investors@customtruck.com

CUSTOM TRUCK ONE SOURCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three Months Ended March 31, Three Months Ended December 31, 2025

(in $000s except per share data) 2026 2025

Revenue

Rental revenue $ 137,215  $ 116,261  $ 141,981

Equipment sales 292,634  273,863  353,925

Parts sales and services 31,773  32,108  32,278

Total revenue 461,622  422,232  528,184

Cost of Revenue

Cost of rental revenue 31,065  30,400  30,228

Depreciation of rental equipment 56,197  50,091  56,762

Cost of equipment sales 243,918  228,477  291,772

Cost of parts sales and services 27,379  27,728  26,361

Total cost of revenue 358,559  336,696  405,123

Gross Profit 103,063  85,536  123,061

Operating Expenses

Selling, general and administrative expenses 57,626  59,451  56,603

Amortization 6,686  6,680  6,682

Non-rental depreciation 3,390  3,340  3,368

Transaction expenses and other 3,892  3,660  4,430

Total operating expenses 71,594  73,131  71,083

Operating Income 31,469  12,405  51,978

Other Expense

Interest expense, net 35,037  38,913  38,255

Financing and other expense (income) 237  (1,016) (1,285)

Total other expense 35,274  37,897  36,970

Income (Loss) Before Income Taxes (3,805) (25,492) 15,008

Income Tax Expense (Benefit) 297  (7,701) (5,867)

Net Income (Loss) $ (4,102) $ (17,791) $ 20,875

Net Income (Loss) Per Share

Basic $ (0.02) $ (0.08) $ 0.09

Diluted $ (0.02) $ (0.08) $ 0.09

CUSTOM TRUCK ONE SOURCE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in $000s) March 31, 2026 December 31, 2025

Assets

Current Assets

Cash and cash equivalents $ 9,608  $ 6,273

Accounts receivable, net 203,623  195,541

Financing receivables, net 6,076  8,853

Inventory 1,022,471  930,939

Prepaid expenses and other 20,455  17,009

Total current assets 1,262,233  1,158,615

Property and equipment, net 150,491  142,526

Rental equipment, net 1,088,517  1,086,678

Goodwill 705,058  705,167

Intangible assets, net 218,966  225,725

Operating lease assets 110,897  110,921

Other assets 11,144  11,822

Total Assets $ 3,547,306  $ 3,441,454

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable $ 125,351  $ 88,366

Accrued expenses 77,372  69,228

Deferred revenue and customer deposits 15,873  23,500

Floor plan payables - trade 323,028  291,215

Floor plan payables - non-trade 417,054  366,208

Operating lease liabilities - current 8,999  8,955

Current maturities of long-term debt 5,085  25,858

Total current liabilities 972,762  873,330

Long-term debt, net 1,628,943  1,619,352

Operating lease liabilities - noncurrent 106,294  105,909

Deferred income taxes 34,066  33,760

Total long-term liabilities 1,769,303  1,759,021

Stockholders' Equity

Common stock 25  25

Treasury stock, at cost (122,602) (122,602)

Additional paid-in capital 1,561,053  1,559,874

Accumulated other comprehensive loss (11,553) (10,614)

Accumulated deficit (621,682) (617,580)

Total stockholders' equity 805,241  809,103

Total Liabilities and Stockholders' Equity $ 3,547,306  $ 3,441,454

CUSTOM TRUCK ONE SOURCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Three Months Ended March 31,

(in $000s) 2026 2025

Operating Activities

Net loss $ (4,102) $ (17,791)

Adjustments to reconcile net income (loss) to net cash flow from operating activities:

Depreciation and amortization 68,210  62,137

Amortization of debt issuance costs 1,089  1,064

Provision for losses on accounts receivable 2,445  2,030

Share-based compensation 1,179  2,404

Gain on sales and disposals of rental equipment (9,882) (9,986)

Deferred tax expense (benefit) 388  (8,119)

Changes in assets and liabilities:

Accounts and financing receivables (6,501) 9,132

Inventories (92,595) (26,306)

Prepaids, operating leases and other (3,060) (4,756)

Accounts payable 34,286  35,230

Accrued expenses and other liabilities 8,145  11,405

Floor plan payables - trade, net 31,813  4,421

Customer deposits and deferred revenue (7,600) (5,230)

Net cash flow from operating activities 23,815  55,635

Investing Activities

Purchases of rental equipment (96,906) (111,933)

Proceeds from sales and disposals of rental equipment 47,813  44,547

Purchase of non-rental property and cloud computing arrangements (10,141) (3,920)

Net cash flow for investing activities (59,234) (71,306)

Financing Activities

Borrowings under revolving credit facilities 35,000  72,575

Repayments under revolving credit facilities (45,000) —

Principal payments on long-term debt (2,271) (2,221)

Acquisition of inventory through floor plan payables - non-trade 135,751  125,450

Repayment of floor plan payables - non-trade (84,905) (146,033)

Repurchase of common stock —  (32,575)

Net cash flow from financing activities 38,575  17,196

Effect of exchange rate changes on cash and cash equivalents 179  50

Net Change in Cash and Cash Equivalents 3,335  1,575

Cash and Cash Equivalents at Beginning of Period 6,273  3,805

Cash and Cash Equivalents at End of Period $ 9,608  $ 5,380

Three Months Ended March 31,

(in $000s) 2026 2025

Supplemental Cash Flow Information

Interest paid $ 22,128  $ 26,839

Income taxes paid (refunds received), net (235) —

Non-Cash Investing and Financing Activities

Property and equipment purchases in accounts payable 3,718  435

Rental equipment sales in accounts receivable 1,428  933

CUSTOM TRUCK ONE SOURCE, INC.

NON-GAAP FINANCIAL AND PERFORMANCE MEASURES

In our press release and schedules, and on the related conference call, we report certain financial measures that are not required by, or presented in accordance with, United States generally accepted accounting principles (“GAAP”). We utilize these financial measures to manage our business on a day-to-day basis and some of these measures are commonly used in our industry to evaluate performance by excluding items considered to be non-recurring. We believe these non-GAAP measures provide investors expanded insight to assess performance, in addition to the standard GAAP-based financial measures. The press release schedules reconcile the most directly comparable GAAP measure to each non-GAAP measure that we refer to. Although management evaluates and presents these non-GAAP measures for the reasons described herein, please be aware that these non-GAAP measures have limitations and should not be considered in isolation or as a substitute for revenue, operating income/loss, net income/loss, earnings/loss per share or any other comparable measure prescribed by GAAP. In addition, we may calculate and/or present these non-GAAP financial measures differently than measures with the same or similar names that other companies report, and as a result, the non-GAAP measures we report may not be comparable to those reported by others.

Adjusted EBITDA. Adjusted EBITDA is a non-GAAP performance measure that we use to monitor our results of operations, to measure performance against debt covenants and performance relative to competitors. We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of operating performance, without regard to financing methods or capital structures. We exclude the items identified in the reconciliations of net income (loss) to Adjusted EBITDA because these amounts are either non-recurring or can vary substantially within the industry depending upon accounting methods and book values of assets, including the method by which the assets were acquired, and capital structures. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historical costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that results will be unaffected by the items excluded from Adjusted EBITDA. Our computation of Adjusted EBITDA may not be identical to other similarly titled measures of other companies.

We define Adjusted EBITDA as net income or loss before interest expense (excluding interest on floorplan financing), income taxes, depreciation and amortization, share-based compensation, and other items that we do not view as indicative of ongoing performance. Our Adjusted EBITDA includes an adjustment to exclude the effects of purchase accounting adjustments when calculating the cost of inventory and used equipment sold. When inventory or equipment is purchased in connection with a business combination, the assets are revalued to their current fair values for accounting purposes. The consideration transferred (i.e., the purchase price) in a business combination is allocated to the fair values of the assets as of the acquisition date, with amortization or depreciation recorded thereafter following applicable accounting policies; however, this may not be indicative of the actual cost to acquire inventory or new equipment that is added to product inventory or the rental fleets apart from a business acquisition. We also include an adjustment to remove the impact of accounting for certain of our rental contracts with customers containing a rental purchase option that are accounted for under GAAP as a sales-type lease. We include this adjustment because we believe continuing to reflect the transactions as an operating lease better reflects the economics of the transactions given our large portfolio of rental contracts. These, and other, adjustments to GAAP net income or loss that are applied to derive Adjusted EBITDA are specified by our senior secured credit agreement and the indenture of our senior secured notes.

Adjusted Gross Profit. We present total gross profit excluding rental equipment depreciation (“Adjusted Gross Profit”) as a non-GAAP financial performance measure. This measure differs from the GAAP definition of gross profit, as we do not include the impact of depreciation expense, which represents non-cash expense. We use this measure to evaluate operating margins and the effectiveness of the cost of our rental fleet.

Net Debt. We present the non-GAAP financial measure “Net Debt,” which is total debt (the most comparable GAAP measure, calculated as current and long-term debt, excluding deferred financing fees, plus current and long-term finance lease obligations) minus cash and cash equivalents. We believe this non-GAAP measure is useful to investors to evaluate our financial position.

Net Leverage Ratio. Net leverage ratio is a non-GAAP performance measure used by management and we believe it provides useful information to investors because it is an important measure to evaluate our debt levels and progress toward leverage targets, which is consistent with the manner our lenders and management use this measure. We define net leverage ratio as net debt divided by Adjusted EBITDA for the previous twelve-month period (“last twelve months,” or “LTM”).

CUSTOM TRUCK ONE SOURCE, INC.

ADJUSTED EBITDA RECONCILIATION

(unaudited)

Three Months Ended March 31, Three Months Ended December 31, 2025

(in $000s) 2026 2025

Net income (loss) $ (4,102) $ (17,791) $ 20,875

Interest expense 24,518  25,616  26,364

Income tax expense (benefit) 297  (7,701) (5,867)

Depreciation and amortization 68,274  62,511  69,013

EBITDA 88,987  62,635  110,385

Adjustments:

Non-cash purchase accounting impact (1)

3,232  4,181  3,967

Transaction and integration costs (2)

3,892  3,660  4,430

Sales-type lease adjustment (3)

696  546  (253)

Share-based payments (4)

1,179  2,404  2,212

Adjusted EBITDA $ 97,986  $ 73,426  $ 120,741

Adjusted EBITDA is defined as net income (loss), as adjusted for provision for income taxes, interest expense, net (excluding interest on floorplan financing), depreciation of rental equipment and non-rental depreciation and amortization, and further adjusted for the impact of the fair value mark-up of acquired rental fleet, business acquisition and merger-related costs, including integration, the impact of accounting for certain of our rental contracts with customers that are accounted for under GAAP as sales-type lease and stock compensation expense. This non-GAAP measure is subject to certain limitations.

(1)    Represents the non-cash impact of purchase accounting, net of accumulated depreciation, on the cost of equipment and inventory sold. The equipment and inventory acquired received a purchase accounting step-up in basis, which is a non-cash adjustment to the equipment cost pursuant to our ABL Credit Agreement and Indenture.

(2)    Represents transaction and other costs related to acquisitions of businesses; costs associated with closed operations; costs associated with restructuring and business optimization activities (inclusive of systems establishment costs); employee retention and/or severance costs; costs related to start-up/pre-openings and openings of locations; reconfiguration or consolidation of facilities or equipment conversion costs. These adjustments are presented as adjustments to net income (loss) pursuant to our ABL Credit Agreement and Indenture.

(3)    Represents the impact of sales-type lease accounting for certain leases containing rental purchase options (or “RPOs”), as the application of sales-type lease accounting is not deemed to be representative of the ongoing cash flows of the underlying rental contracts. The adjustments are made pursuant to our ABL Credit Agreement and Indenture. The components of this adjustment are presented in the table below:

Three Months Ended March 31, Three Months Ended December 31, 2025

(in $000s) 2026 2025

Equipment sales $ 730  $ (2,161) $ (2,461)

Cost of equipment sales (1,644) 1,839  1,883

Gross margin (914) (322) (578)

Interest (income) expense 237  (1,012) (1,374)

Rental invoiced 1,373  1,880  1,699

Sales-type lease adjustment $ 696  $ 546  $ (253)

(4) Represents non-cash share-based compensation expense associated with the issuance of restricted stock units.

Reconciliation of Adjusted Gross Profit

(unaudited)

The following table presents the reconciliation of Adjusted Gross Profit:

Three Months Ended March 31, Three Months Ended December 31, 2025

(in $000s) 2026 2025

Revenue

Rental revenue $ 137,215  $ 116,261  $ 141,981

Equipment sales 292,634  273,863  353,925

Parts sales and services 31,773  32,108  32,278

Total revenue 461,622  422,232  528,184

Cost of Revenue

Cost of rental revenue 31,065  30,400  30,228

Depreciation of rental equipment 56,197  50,091  56,762

Cost of equipment sales 243,918  228,477  291,772

Cost of parts sales and services 27,379  27,728  26,361

Total cost of revenue 358,559  336,696  405,123

Gross Profit 103,063  85,536  123,061

Add: depreciation of rental equipment 56,197  50,091  56,762

Adjusted Gross Profit $ 159,260  $ 135,627  $ 179,823

Reconciliation of SER Segment Adjusted Gross Profit and Adjusted Rental Gross Profit

(unaudited)

The following table presents the reconciliation of SER segment Adjusted Gross Profit:

Three Months Ended March 31, Three Months Ended December 31, 2025

(in $000s) 2026 2025

Revenue

Rental revenue $ 137,215  $ 116,261  $ 141,981

Equipment sales 37,777  29,855  55,773

Parts sales and services 18,771  20,965  20,982

Intersegment sales 6,790  11,600  10,489

Total revenue 200,553  178,681  229,225

Cost of Revenue

Cost of rental revenue 31,065  30,400  30,229

Cost of equipment sales 28,214  20,667  39,181

Cost of parts and services 18,019  20,103  17,194

Depreciation of rental equipment 56,197  50,091  56,761

Intersegment cost of sales 6,111  11,600  10,489

Total cost of revenue 139,606  132,861  153,854

Gross profit 60,947  45,820  75,371

Add: depreciation of rental equipment 56,197  50,091  56,761

Adjusted Gross Profit $ 117,144  $ 95,911  $ 132,132

The following table presents the reconciliation of SER segment Adjusted Rental Gross Profit:

Three Months Ended March 31, Three Months Ended December 31, 2025

(in $000s) 2026 2025

Rental revenue $ 137,215  $ 116,261  $ 141,981

Cost of rental revenue 31,065  30,400  30,229

Adjusted Rental Gross Profit $ 106,150  $ 85,861  $ 111,752

Reconciliation of Net Debt

(unaudited)

The following table presents the reconciliation of Net Debt:

(in $000s) March 31, 2026 December 31, 2025

Current maturities of long-term debt $ 5,085  $ 25,858

Long-term debt, net 1,628,943  1,619,352

Deferred financing fees 14,462  15,549

Less: cash and cash equivalents (9,608) (6,273)

Net Debt $ 1,638,882  $ 1,654,486

Reconciliation of Net Leverage Ratio

(unaudited)

The following table presents the reconciliation of the Net Leverage Ratio:

Twelve Months Ended

(in $000s) March 31, 2026 December 31, 2025

Net Debt (as of period end) $ 1,638,882  $ 1,654,486

Divided by: LTM Adjusted EBITDA (1)

$ 408,118  $ 383,558

Net Leverage Ratio 4.02  4.31

(1) The following tables presents the calculation of LTM Adjusted EBITDA for the periods ended March 31, 2026 and December 31, 2025:

Current Year To Date Period Less: Prior Year To Date Period Add: Prior Fiscal Year LTM Adjusted EBITDA

(in $000s) March 31, 2026 March 31, 2025 December 31, 2025 March 31, 2026

Net income (loss) $ (4,102) $ (17,791) $ (31,052) $ (17,363)

Interest expense 24,518  25,616  104,882  103,784

Income tax expense (benefit) 297  (7,701) 2,922  10,920

Depreciation and amortization 68,274  62,511  264,998  270,761

EBITDA 88,987  62,635  341,750  368,102

Adjustments:

Non-cash purchase accounting impact 3,232  4,181  15,469  14,520

Transaction and integration costs 3,892  3,660  16,639  16,871

Sales-type lease adjustment 696  546  1,229  1,379

Share-based payments 1,179  2,404  8,471  7,246

Adjusted EBITDA $ 97,986  $ 73,426  $ 383,558  $ 408,118

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