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Custom Truck One Source, Inc.

For the period ended Dec 31, 2024. Filed Apr 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 28, 2025

CTOS$9.33+0.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

7701 Independence Ave

April 28, 2025

Dear Custom Truck One Source Stockholder:

On behalf of the Board of Directors and management of Custom Truck One Source, Inc., I invite you to attend remotely the 2025 Annual Meeting of Stockholders (the "Annual Meeting").

The Annual Meeting will be held on Thursday, June 12, 2025 at 9:00 a.m. Eastern Time. It will be conducted via live webcast only, and you will be able to participate online at https://www.virtualshareholdermeeting.com/CTOS2025. You may submit questions during the meeting and will be able to vote your shares electronically. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement include details regarding how to join the Annual Meeting and the business to be conducted at the Annual Meeting.

I hope that you will be able to join the Annual Meeting. If you do not plan to attend, I strongly encourage you to vote as soon as possible to ensure that your shares are represented at the Annual Meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.

We sincerely appreciate your continued support.

Sincerely,

Chairman of the Board

7701 Independence Ave

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 a.m. Eastern Time on Thursday, June 12, 2025

Dear Stockholders of Custom Truck One Source, Inc.:

We cordially invite you to attend the 2025 annual meeting of stockholders (the "Annual Meeting") of Custom Truck One Source, Inc., a Delaware corporation, which will be held on Thursday, June 12, 2025 at 9:00 a.m. Eastern Time, for the following purposes, as more fully described in the accompanying proxy statement:

  1. To elect four Class C directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

  2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; and

  3. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Annual Meeting will be conducted via live webcast, and you will be able to participate online at https://www.virtualshareholdermeeting.com/CTOS2025. You may submit questions during the meeting and will be able to vote your shares electronically.

Our board of directors has fixed the close of business on April 17, 2025 as the record date for the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of 10 days prior to the Annual Meeting for a purpose germane to the Annual Meeting at the Company’s offices at 7701 Independence Ave., Kansas City, Missouri 64125. The list of these stockholders will also be available to view during the Annual Meeting for stockholders who attend the meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. We will first make our proxy statement, proxy card and other proxy materials available to stockholders on or about April 28, 2025. Only stockholders of record on April 17, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure that your shares are represented, regardless of whether you plan to attend the Annual Meeting. For additional instructions on voting by the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting electronically and to vote your shares at the Annual Meeting.

We sincerely appreciate your continued support.

By order of the Board of Directors,

Executive Vice President, General Counsel and Corporate Secretary

Kansas City, Missouri

April 28, 2025

Table of Contents

PROCEDURAL MATTERS5
PROPOSAL NO. 1 ELECTION OF CLASS C DIRECTORS10
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM11
BOARD OF DIRECTORS13
Composition of the Board of Directors13
Terms and Classes of Directors13
Biographies14
CORPORATE GOVERNANCE MATTERS18
Controlled Company Status18
Director Independence18
Board Leadership Structure18
Board Oversight of Risk18
Meetings of the Board19
BOARD COMMITTEES20
Audit Committee20
Report of the Audit Committee21
Compensation Committee21
OTHER GOVERNANCE MATTERS23
Stockholder Nominations to the Board of Directors23
Stockholder and Other Interested Party Communications23
Code of Ethics and Conduct and Corporate Governance Guidelines23
Insider Trading Policy23
DIRECTOR COMPENSATION25
EXECUTIVE OFFICERS27
Biographies27
EXECUTIVE COMPENSATION28
Compensation Discussion and Analysis28
Overview28
Executive Compensation Philosophy28
Determination of Compensation28
Independent Compensation Consultant29
Peer Group and Benchmarking29
Components of Compensation29
Base Salary30
Annual Bonus30
2024 Short-Term Incentive Plan ("STIP")31
Discretionary Adjustments and Bonuses31
Long-Term Incentive Plan ("LTIP")32

Table of Contents

(Continued)

2022 LTIP — Type of Equity Granted and Performance Metrics32
PSU Achievement for 202433
Named Executive Officer LTIP Awards34
Accounting for Share-Based Compensation34
Change in Control Provisions Affecting LTIP Awards34
Retirement Benefits35
Health and Welfare Benefits and Perquisites35
Severance Agreements35
Compensation Risk Management35
Tax Considerations and Deductibility of Compensation35
Executive Stock Ownership Guidelines36
Prohibition on Speculative Stock Transactions36
Clawback Policy36
Report of the Compensation Committee36
COMPENSATION TABLES38
Summary Compensation Table38
Grants of Plan-Based Awards39
Employment Agreements40
Outstanding Equity Awards at Fiscal Year-End42
2024 Stock Vested and Option Exercises43
Potential Payments Upon Termination or Change in Control43
2024 Pay Ratio45
Pay Versus Performance45
EQUITY COMPENSATION PLAN INFORMATION48
STOCK OWNERSHIP49
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS50
OTHER MATTERS53
ANNEX A54
Proxy Card55

PROXY STATEMENT

FOR

2025 ANNUAL MEETING OF STOCKHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.