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Custom Truck One Source, Inc.

For the period ended Mar 31, 2026. Filed Apr 27, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 27, 2026

CTOS$9.33+0.3%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)

Three Months Ended March 31,
(in $000s, except per share data)20262025
Revenue
Rental revenue$137,215$116,261
Equipment sales292,634273,863
Parts sales and services31,77332,108
Total revenue461,622422,232
Cost of Revenue
Cost of rental revenue31,06530,400
Depreciation of rental equipment56,19750,091
Cost of equipment sales243,918228,477
Cost of parts sales and services27,37927,728
Total cost of revenue358,559336,696
Gross Profit103,06385,536
Operating Expenses
Selling, general and administrative expenses57,62659,451
Amortization6,6866,680
Non-rental depreciation3,3903,340
Transaction expenses and other3,8923,660
Total operating expenses71,59473,131
Operating Income31,46912,405
Other Expense
Interest expense, net35,03738,913
Financing and other expense (income)237(1,016)
Total other expense35,27437,897
Income (Loss) Before Income Taxes(3,805)(25,492)
Income Tax Expense (Benefit)297(7,701)
Net Income (Loss)$(4,102)$(17,791)
Other Comprehensive Income (Loss):
Unrealized foreign currency translation adjustments$(939)$72
Other Comprehensive Income (Loss)(939)72
Comprehensive Income (Loss)$(5,041)$(17,719)
Net Income (Loss) Per Share:
Basic$(0.02)$(0.08)
Diluted$(0.02)$(0.08)
Weighted-Average Common Shares Outstanding:
Basic226,628228,276
Diluted226,628228,276

Condensed Consolidated Balance Sheets (unaudited)

(in $000s, except share data)March 31, 2026December 31, 2025
Assets
Current Assets
Cash and cash equivalents$9,608$6,273
Accounts receivable, net203,623195,541
Financing receivables, net6,0768,853
Inventory1,022,471930,939
Prepaid expenses and other20,45517,009
Total current assets1,262,2331,158,615
Property and equipment, net150,491142,526
Rental equipment, net1,088,5171,086,678
Goodwill705,058705,167
Intangible assets, net218,966225,725
Operating lease assets110,897110,921
Other assets11,14411,822
Total Assets$3,547,306$3,441,454
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable$125,351$88,366
Accrued expenses77,37269,228
Deferred revenue and customer deposits15,87323,500
Floor plan payables - trade323,028291,215
Floor plan payables - non-trade417,054366,208
Operating lease liabilities - current8,9998,955
Current maturities of long-term debt5,08525,858
Total current liabilities972,762873,330
Long-term debt, net1,628,9431,619,352
Operating lease liabilities - noncurrent106,294105,909
Deferred income taxes34,06633,760
Total long-term liabilities1,769,3031,759,021
Stockholders' Equity
Common stock — $0.0001 par value, 500,000,000 shares authorized; 253,468,150 and 253,312,368 shares issued; and 226,781,706 and 226,625,924 shares outstanding, at March 31, 2026 and December 31, 2025, respectively2525
Treasury stock, at cost — 26,686,444 and 26,686,444 shares at March 31, 2026 and December 31, 2025, respectively(122,602)(122,602)
Additional paid-in capital1,561,0531,559,874
Accumulated other comprehensive loss(11,553)(10,614)
Accumulated deficit(621,682)(617,580)
Total stockholders' equity805,241809,103
Total Liabilities and Stockholders' Equity$3,547,306$3,441,454

Condensed Consolidated Statements of Cash Flows (unaudited)

Three Months Ended March 31,
(in $000s)20262025
Operating Activities
Net loss$(4,102)$(17,791)
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization68,21062,137
Amortization of debt issuance costs1,0891,064
Provision for losses on accounts receivable2,4452,030
Share-based compensation1,1792,404
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 payable34,28635,230
Accrued expenses and other liabilities8,14511,405
Floor plan payables - trade, net31,8134,421
Customer deposits and deferred revenue(7,600)(5,230)
Net cash flow from operating activities23,81555,635
Investing Activities
Purchases of rental equipment(96,906)(111,933)
Proceeds from sales and disposals of rental equipment47,81344,547
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 facilities35,00072,575
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-trade135,751125,450
Repayment of floor plan payables - non-trade(84,905)(146,033)
Repurchase of common stock—(32,575)
Net cash flow from financing activities38,57517,196
Effect of exchange rate changes on cash and cash equivalents17950
Net Change in Cash and Cash Equivalents3,3351,575
Cash and Cash Equivalents at Beginning of Period6,2733,805
Cash and Cash Equivalents at End of Period$9,608$5,380

Condensed Consolidated Statements of Cash Flows (unaudited) — Continued

Three Months Ended March 31,
(in $000s)20262025
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 payable3,718435
Rental equipment sales in accounts receivable1,428933

Condensed Consolidated Statements of Stockholders' Equity (unaudited)

Common Stock · Treasury Stock · Additional Paid-in Capital · Accumulated Other Comprehensive Loss · Accumulated Deficit · Total Stockholders' Equity
Shares
(in $000s, except share data) · Common · Treasury
Balance, December 31, 2025253,312,368(26,686,444)$25$(122,602)$1,559,874$(10,614)$(617,580)$809,103
Net income (loss)——————(4,102)(4,102)
Other comprehensive income (loss)—————(939)—(939)
Share-based payments155,782———1,179——1,179
Balance, March 31, 2026253,468,150(26,686,444)$25$(122,602)$1,561,053$(11,553)$(621,682)$805,241
Common Stock · Treasury Stock · Additional Paid-in Capital · Accumulated Other Comprehensive Loss · Accumulated Deficit · Total Stockholders' Equity
Shares
(in $000s, except share data)CommonTreasury
Balance, December 31, 2024251,908,970(18,114,651)$25$(88,229)$1,550,785$(14,744)$(586,528)$861,309
Net income (loss)——————(17,791)(17,791)
Other comprehensive income (loss)—————72—72
Common stock repurchases—(8,143,635)—(32,575)———(32,575)
Share-based payments128,865———2,404——2,404
Balance, March 31, 2025252,037,835(26,258,286)$25$(120,804)$1,553,189$(14,672)$(604,319)$813,419

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1: Business and Organization

Organization

Custom Truck One Source, Inc., a Delaware corporation, and its wholly owned subsidiaries (“we,” “our,” “us,” or “the Company”) are engaged in the business of providing a range of products and services to customers through rentals and sales of specialty equipment, rentals and sales of aftermarket parts and services related to the specialty equipment, and repair, maintenance and customization services related to that equipment.

We are a specialty equipment provider to the electric utility transmission and distribution, telecommunications, rail, forestry, waste management and other infrastructure-related industries in North America. Our core business relates to our new equipment inventory and rental fleet of specialty equipment that is utilized by service providers in infrastructure development and improvement work. We offer our specialized equipment to a diverse customer base, including utilities and contractors, for the maintenance, repair, upgrade, and installation of critical infrastructure assets, including distribution and transmission electric lines, telecommunications networks and rail systems, as well as for lighting and signage. We rent, produce, sell and service a broad range of new and used equipment, including bucket trucks, digger derricks, dump trucks, cranes, service trucks, and heavy-haul trailers.

After a recent evaluation of how we currently assess overall operational decision-making and report internal financial information, beginning January 1, 2026, we are reporting the financial results of ourtwo operating segments, which will also be our two reportable segments: (1) Specialty Equipment Rentals (“SER”), which comprises our legacy Equipment Rental Solutions (“ERS”) segment (except for certain used sales to be accounted for by STEM, defined below), plus a portion of our legacy Aftermarket Parts and Services (“APS”) segment, and (2) Specialty Truck Equipment & Manufacturing (“STEM”), which comprises our legacy Truck and Equipment Sales (“TES”) segment, certain used sales that previously were accounted for by ERS, plus a portion of our legacy APS segment. Additionally, beginning January 1, 2026, our segment reporting reflects intersegment sales and a gross margin. This new structure better represents the financial profile and economics of our rental and sales & manufacturing businesses. Refer to Note 14: Segments, for additional segment information and a recast of prior period segment financial information.

Basis of Presentation

Our accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Our condensed consolidated financial statements include the accounts of all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in accordance with GAAP requires that these Unaudited Condensed Consolidated Financial Statements and most of the disclosures in these Notes be presented on a historical basis, as of or for the current interim period ended or comparable prior period.

The accompanying interim statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and the Condensed Consolidated Balance Sheet at December 31, 2025 has been derived from the audited consolidated financial statements of Custom Truck One Source, Inc. at that date. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments and disclosures necessary for a fair statement of these interim statements, have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year or for any other periods. These interim statements should be read in conjunction with the Custom Truck One Source, Inc. audited consolidated financial statements included in the Custom Truck One Source, Inc. Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Standards

In December 2025, the Financial Accounting Standards Board (the “FASB”) issued ASU 2025-11 — Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently assessing the impact ASU 2025-11 may have on its condensed consolidated financial statements and disclosures.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (“ASU 2025-06”), which amends the guidance for accounting for software costs to reflect current software development practices, including iterative and agile methodologies, by removing references to development stages. It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The amendments may be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently assessing the impact of ASU 2025-06 on its condensed consolidated financial statements and disclosures.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of the requirements on its condensed consolidated financial statements and disclosures.

Note 2: Revenue

Revenue Disaggregation

Geographic Areas

The Company had total revenue in the following geographic areas:

Three Months Ended March 31,
(in $000s)20262025
United States$454,992$413,552
Canada6,6308,680
Total Revenue$461,622$422,232

Major Product Lines and Services

Equipment leasing and equipment sales are the core businesses of the Company, with leasing complemented by the sale of rental units from the rental fleet. The Company’s revenue by major product and service line for the three months ended March 31, 2026 and 2025 are presented in the table below.

Three Months Ended March 31, · Three Months Ended March 31,
20262025
(in $000s)Topic 842Topic 606TotalTopic 842Topic 606Total
Rental:
Rental$130,608$—$130,608$110,285$—$110,285
Shipping and handling—6,6076,607—5,9765,976
Total rental revenue130,6086,607137,215110,2855,976116,261
Sales and services:
Equipment sales730291,904292,6342,161271,702273,863
Parts and services1,68930,08431,7732,67329,43532,108
Total sales and services2,419321,988324,4074,834301,137305,971
Total revenue$133,027$328,595$461,622$115,119$307,113$422,232

Rental revenue is primarily comprised of revenues from rental agreements and freight charges billed to customers. Equipment sales recognized pursuant to sales-type leases are recorded within equipment sales revenue. Charges to customers for damaged rental equipment are recorded within parts and services revenue.

Receivables, Contract Assets and Liabilities

As of March 31, 2026 and December 31, 2025, the Company had net receivables related to contracts with customers of $101.4 million and $96.0 million, respectively. As of March 31, 2026 and December 31, 2025, the Company had net receivables related to rental contracts of $102.2 million and $99.5 million, respectively.

The Company manages credit risk associated with its accounts receivable at the customer level. Because the same customers generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below address how credit risk and the Company's allowance for credit losses impact the Company's total revenues.

The Company’s allowance for credit losses reflects its estimate of the amount of receivables that it will be unable to collect. The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, including specific accounts if deemed necessary, and on the Company’s historical collection experience. The Company's estimates reflect changing circumstances, including changes in the economy or in the particular circumstances of individual customers, and, as a result, the Company may be required to increase or decrease its allowance.

Accounts receivable, net consisted of the following:

(in $000s)March 31, 2026December 31, 2025
Accounts receivable$220,682$213,472
Less: allowance for doubtful accounts(17,059)(17,931)
Accounts receivable, net$203,623$195,541

For the three months ended March 31, 2026 and 2025, the Company wrote-off $3.3 million and $2.8 million, respectively, of receivables, net of recoveries.

When customers are billed for rentals in advance of the rental period, the Company defers recognition of revenue. As of March 31, 2026 and December 31, 2025, the Company had approximately $4.6 million and $3.6 million, respectively, of deferred rental revenue. Of the $3.6 million deferred rental revenue as of December 31, 2025, $0.8 million was recorded as revenue during the three months ended March 31, 2026. Additionally, the Company collects deposits from customers for orders placed for equipment and rentals. The Company had approximately $11.3 million and $19.9 million in deposits as of March 31, 2026 and December 31, 2025, respectively. All of the $19.9 million deposit liability balance as of December 31, 2025 was recorded as revenue during the three months ended March 31, 2026 due to performance obligations being satisfied. The Company’s remaining performance obligations on its equipment deposit liabilities have original expected durations ofone year or less.

The Company does not have material contract assets, and as such, did not recognize any material impairments of any contract assets.

Note 3: Sales-Type Leases

Income (loss) from rental agreements qualifying as sales-type leases was as follows:

Three Months Ended March 31,
(in $000s)20262025
Equipment sales$(730)$2,161
Cost of equipment sales(1,644)1,839
Gross profit$914$322

As these transactions remained under rental contracts, $1.4 million and $1.9 million for the three months ended March 31, 2026 and 2025, respectively, were billed under the contracts as rentals. Interest income (expense) from financing receivables was $(0.2) million and $1.0 million for the three months ended March 31, 2026 and 2025, respectively.

Note 4: Inventory

Whole goods inventory is comprised of chassis, attachments (i.e., boom cranes, aerial lifts, digger derricks, dump bodies, etc.) and the in-process costs incurred in the final assembly of those units. As part of the business model, the Company sells unassembled individual whole goods and whole goods with varying levels of customization direct to consumers or dealers. Whole goods inventory also includes new equipment purchased specifically for resale to customers. Inventory consisted of the following:

(in $000s)March 31, 2026December 31, 2025
Whole goods$899,195$810,749
Aftermarket parts and services inventory123,276120,190
Inventory$1,022,471$930,939

Note 5: Floor Plan Financing

Floor plan payables represent financing arrangements to facilitate the Company’s purchase of new and used trucks, cranes, and construction equipment inventory. All floor plan payables are collateralized by the inventory financed. These payables become due and payable upon the sale, transfer, or reclassification of each unit of inventory. Certain floor plan arrangements require the Company to satisfy various financial ratios consistent with those under the ABL Facility (as defined below). As of March 31, 2026, the Company was in compliance with these covenants.

The amounts owed under floor plan payables are summarized as follows:

(in $000s)March 31, 2026December 31, 2025
Trade:
Daimler Truck Financial$151,102$137,225
PACCAR Financial Corp132,009140,742
Ford Motor Credit Company, LLC39,91713,248
Trade floor plan payables$323,028$291,215
Non-trade:
PNC Equipment Finance, LLC$417,054$366,208
Non-trade floor plan payables$417,054$366,208

Interest on outstanding floor plan payable balances is due and payable monthly. Floor plan interest expense was $10.5 million and $13.3 million for the three months ended March 31, 2026, and 2025, respectively.

Trade Floor Plan Financing:

Daimler Truck Financial

The Company is party to the Wholesale Financing Agreement with Daimler Truck Financial (the “Daimler Facility”), which bears interest at U.S. Prime Rate after an initial interest free period of up to 150 days. The total borrowing capacity under the Daimler Facility is $225.0 million, however, from time to time, Daimler extends credit to the Company in excess of this amount. The Daimler agreement is evergreen and is subject to termination by either party through written notice.

PACCAR

The Company has an Inventory Financing Agreement with PACCAR Financial Corp that provides the Company with a line of credit of $225.0 million as of March 31, 2026, to finance inventory purchases of new Peterbilt and/or Kenworth trucks, tractors, and chassis. Amounts borrowed against this line of credit incur interest at a rate of U.S. Prime Rate minus 0.71%. The PACCAR agreement extends automatically each April and is subject to termination by either party through written notice.

Ford Motor Credit Company, LLC

The Company is party to the Master Loan and Security Agreement with Ford Motor Credit Company, LLC (the “FMCC Facility”), which allows the Company to enter into individual loan supplements which bear interest based on the bank prime loan rate as reported by the Federal Reserve Board for the Friday preceding the last Monday of a given month. The total borrowing capacity under the FMCC Facility is $42.0 million. The FMCC agreement is evergreen and is subject to termination by either party through written notice.

References to the U.S. Prime Rate in the foregoing agreements represent the rate as published in The Wall Street Journal.

Non-Trade Floor Plan Financing:

PNC Equipment Finance, LLC

The Company has an Inventory Loan, Guaranty and Security Agreement (the “Loan Agreement”) with PNC Equipment Finance, LLC. The Loan Agreement, as of March 31, 2026, provides the Company with a $475.0 million revolving credit facility, which matures on August 25, 2026 and bears interest at a three-month term secured overnight financing rate (“SOFR”) plus 3.00%.

Note 6: Rental Equipment

Rental equipment, net consisted of the following:

(in $000s)March 31, 2026December 31, 2025
Rental equipment$1,690,135$1,664,178
Less: accumulated depreciation(601,618)(577,500)
Rental equipment, net$1,088,517$1,086,678

Note 7: Long-Term Debt

Debt obligations and associated interest rates consisted of the following:

(in $000s, except interest rate data)March 31, 2026December 31, 2025March 31, 2026December 31, 2025
ABL Facility$687,975$697,9756.0%6.1%
2029 Secured Notes920,000920,0005.5%5.5%
2023 Credit Facility17,20317,2975.8%5.8%
Other notes payable23,31225,4873.1%-7.0%3.1%-7.0%
Total debt outstanding1,648,4901,660,759
Deferred financing fees(14,462)(15,549)
Total debt, net of deferred financing fees1,634,0281,645,210
Less: current maturities(5,085)(25,858)
Long-term debt$1,628,943$1,619,352

As of March 31, 2026, borrowing availability under the ABL Facility was $256.9 million, and outstanding standby letters of credit were $5.1 million.

ABL Facility

The Company and certain of its direct and indirect subsidiaries are party to an asset-based revolving credit agreement (the “ABL Credit Agreement”), consisting of a $950.0 million first lien senior secured asset-based revolving credit facility (the “ABL Facility”), which matures on August 9, 2029, or, if earlier, the date that is 91 days prior to the maturity date of the Company’s existing senior notes or any debt that refinances such existing notes. Borrowings under the ABL Facility bear interest at a floating rate, which, at the Company’s election, could be (a) in the case of U.S. dollar denominated loans, either (i) SOFR plus an applicable margin or (ii) the base rate plus an applicable margin; or (b) in the case of Canadian dollar denominated loans, the term Canadian Overnight Repo Rate Average (the “CORRA” rate) plus an applicable margin. The applicable margin varies based on Average Availability (as defined in the ABL Credit Agreement) from (a) with respect to base rate loans,0.50% to 1.00% and (b) with respect to SOFR loans and CORRA rate loans,1.50% to 2.00%.

Notes Payable

Effective April 15, 2026, the Company renewed its loan agreement with Security Bank of Kansas City (“SBKC”), under which it had notes payable of $19.4 million as of March 31, 2026. The renewal extended the term of the agreement byfive years to April 15, 2031, and increased the interest rate from 3.125% to 5.85%.

Note 8: Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of shares of common stock outstanding. Diluted earnings (loss) per share includes the effects of potentially dilutive shares of common stock, if dilutive. Potentially dilutive effects include contingently issuable shares and share-based compensation. Our potentially dilutive shares aggregated 3.7 million and 5.5 million for the three months ended March 31, 2026 and 2025, respectively, and were not included in the computation of diluted earnings (loss) per share because the impact would have been anti-dilutive. The Company hadno dilutive common share equivalents during the three months ended March 31, 2026 and 2025 due to results from continuing operations being a loss, net of tax.

Note 9: Equity

Preferred Stock

As of both March 31, 2026, and December 31, 2025, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share, with such designation, rights and preferences as may be determined from time to time by our board of directors. As of both March 31, 2026, and December 31, 2025, there wereno shares of preferred stock issued or outstanding.

Common Stock

As of both March 31, 2026, and December 31, 2025, we were authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share.

On August 2, 2022, the Company’s Board of Directors authorized a stock repurchase program, allowing for the repurchase of up to $30 million of the Company’s shares of common stock, which authorization was further increased by $25 million of shares on September 14, 2023, and increased again by $25 million of shares on March 11, 2024, upon exhaustion of prior authorization. Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. At March 31, 2026, $1.9 million was available under the stock repurchase program.

Earnout Shares

Pursuant to the Stockholders’ Agreement dated July 31, 2019 (as amended and restated from time to time, the “Stockholders’ Agreement”), certain stockholders agreed to restrictions on approximately 0.3 million of their shares of the Company’s common stock (the “Maximum Target Earnout Shares”). The Maximum Target Earnout Shares shall be automatically forfeited by the holders thereof to the Company for no consideration unless the trading price of the common stock equals or exceeds $19.00 per share for any period of 20 trading days out of 30 consecutive trading days to and including July 31, 2026.

Note 10: Fair Value Measurements

The FASB accounting standards provide a comprehensive framework for measuring fair value and sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.

The following table sets forth the carrying values (exclusive of deferred financing fees) and fair values of our financial liabilities:

Carrying Value · Fair Value
(in $000s) · Level 1 · Level 2 · Level 3
ABL Facility$687,975$—$687,975$—
2029 Secured Notes920,000—896,425—
2023 Credit Facility17,203—17,203—
Other notes payable23,312—23,312—
ABL Facility$697,975$—$697,975$—
2029 Secured Notes920,000—901,600—
2023 Credit Facility17,297—17,297—
Other notes payable25,487—25,487—

The carrying amounts of the ABL Facility, 2023 Credit Facility and other notes payable approximated fair value as of March 31, 2026, and December 31, 2025, based upon terms and conditions available to the Company at those dates in comparison to the terms and conditions of its outstanding debt. The estimated fair value of the 2029 Secured Notes is calculated using Level 2 inputs, based on bid prices obtained from brokers.

Note 11: Income Taxes

Interim Income Tax Expense (Benefit) – Our income tax expense or benefit reflects a combination of income taxes in foreign jurisdictions and certain U.S. states. We have federal and state net operating loss carryforwards (“NOLs”) and non-deductible interest expense carryforwards in the U.S. that may be applied to reduce taxable income in current and future tax years. Some of these carryforwards are subject to annual usage limitations and expiration, while other state NOLs and a portion of federal NOLs do not have limitations or expiration. We carry a valuation allowance against our U.S. carryforwards, which results in no net income tax expense in our earnings in periods when additional NOLs are generated or when existing NOLs are utilized. Certain states that we operate in have rules regarding the deductibility of items that diverge from U.S. federal deductibility rules and in addition, a number of these states have placed limitations on the usage of NOLs to offset taxable income apportioned to those states. Our overall effective tax rate is affected by a number of factors, including the relative amounts of income we earn in different tax jurisdictions, tax law changes, certain non-deductible expenses, the changes in our valuation allowance and divergence of state rules from federal rules. The factors result in an effective tax rate that differs from statutory rates.

The Company’s effective income tax rate was (7.8)% for the three months ended March 31, 2026, compared to 30.2% for the three months ended March 31, 2025. The decrease in the effective tax rate was primarily attributable to changes in the valuation allowance recorded against deferred tax assets. During the period, the Company reduced its valuation allowance based on updated projections of future taxable income and the realization of certain deferred tax assets, which resulted in a discrete tax benefit and a lower effective tax rate.

Note 12: Commitments and Contingencies

We record a liability when we believe that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information.

Legal Matters

In the normal course of business, there are various claims in process, matters in litigation, and other contingencies. At this time, no claims of these types, certain of which are covered by insurance policies, have had a material effect on the Company. Certain jurisdictions in which the Company operates do not allow insurance recoveries related to punitive damages. For matters pertaining to the pre-acquisition activities of Custom Truck One Source, L.P. (“Custom Truck LP”), the sellers of Custom Truck LP have agreed to indemnify the Company for losses arising out of the breach of pre-closing covenants in the purchase agreement and certain indemnified tax matters discussed below, with recourse limited to $10.0 million and $5.0 million escrow accounts, respectively.

From time to time, the Company is audited by state and local taxing authorities. These audits typically focus on the Company’s withholding of state-specific sales tax and rental-related taxes.

Custom Truck LP’s withholdings of federal excise taxes for each of the four quarterly periods during 2015 are currently under audit by the IRS. The IRS issued an assessment on October 28, 2020 in an aggregate amount of $2.4 million for the 2015 periods, alleging that certain types of sold equipment are not eligible for the Mobile Machinery Exemption set forth in the Internal Revenue Code (the “Code”). An appeal was filed on January 28, 2021. Based on management’s understanding of the facts and circumstances, including the relevant provisions of the Code, and historical precedent, including previous successful appeals of similar assessments in prior years, management does not believe the likelihood of a loss resulting from the IRS assessment to be probable at this time.

While it is not possible to predict the outcome of the foregoing matters with certainty, it is the opinion of management that the final outcome of these matters will not have a material effect on the Company’s consolidated financial condition, results of operations and cash flows.

Purchase Commitments

We enter into purchase agreements with manufacturers and suppliers of equipment for our rental fleet and inventory. All of these agreements are cancellable within a specified notification period to the supplier.

Note 13: Related Parties

The Company has transactions with related parties as summarized below.

Rentals and Sales — The Company rents and sells equipment and provides services to R&M Equipment Rental, a business partially owned by members of the Company’s management. The Company also rents equipment and purchases inventory from R&M Equipment Rental. The Company also rents and sells equipment to entities in which Platinum Equity, LLC (“Platinum”), a major shareholder of the Company, has an ownership interest.

Purchases of Inventory and Services. The Company purchases inventory and services from entities in which Platinum has an ownership interest. Expenses for the purchases of these services are recorded in selling, general, and administrative expenses.

Other — The Company has purchased products and aircraft charter services from entities owned by members of the Company’s management and their immediate families. Product purchases and charter services payments related to these transactions are immaterial. Expenses for products and air travel services are recorded in selling, general, and administrative expenses.

Management Fees — The Company is obligated under a Corporate Advisory Services Agreement with Platinum, under which management fees are payable to Platinum quarterly. The management fees are recorded in transaction expenses and other in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

A summary of the transactions with the foregoing related parties included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:

Three Months Ended March 31,
(in $000s)20262025
Total revenues from transactions with related parties$12,023$4,672
Expenses incurred from transactions with related parties included in cost of revenue$362$110
Expenses incurred from transactions with related parties included in operating expenses$393$559

Amounts receivable from/payable to related parties included in the Condensed Consolidated Balance Sheets are as follows:

(in $000s)March 31, 2026December 31, 2025
Accounts receivable from related parties$817$6,473
Accounts payable to related parties$148$208

Note 14: Segments

Our operations are primarily organized and managed by operating segment. Beginning January 1, 2026, we revised our reportable segments to combine our legacy ERS segment (excluding certain used sales) with the rental-related aftermarket activities portion of our legacy APS segment to form SER and to combine our legacy TES segment (plus certain used sales previously accounted for by ERS) with the sales-related aftermarket activities portion of our legacy APS segment to form STEM. Prior period amounts have been recast to reflect the change totwo reportable segments.

Under this new segment reporting, operating segment performance and resource allocations are based on Adjusted EBITDA. 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”).

Adjusted EBITDA aids the Chief Operating Decision Maker (“CODM”) in managing the inventory levels and rental fleet, entering into significant revenue contracts, expanding into new markets or launching new products, making capital expenditures, designing and implementing key marketing strategies, making personnel changes, and approving operating budgets. Additionally, the new segment structure better represents the financial profile and economics of our rental and sales and manufacturing businesses. Significant expense categories that are regularly reviewed by the operating segments’ CODM are disclosed below. The CODM for both segments is the Company’s Chief Executive Officer. Transactions between our segments consist of new equipment produced by STEM that is sold to SER for inclusion in its fleet of rental equipment. Additionally, SER sells certain used equipment to STEM. Beginning January 1, 2026, transactions between segments are accounted for as if completed on an arm’s length basis using a cost-plus methodology. However, intersegment sales and purchases are eliminated in consolidation and do not affect consolidated results. The Company’s segment results are presented in the tables below:

Three Months Ended March 31,
20262025
(in $000s)SERSTEMSERSTEM
Revenue from external customers
Rental$137,215$—$116,261$—
Equipment sales37,777254,85729,855244,008
Parts sales and services18,77113,00220,96511,143
Total revenue from external customers193,763267,859167,081255,151
Intersegment sales6,79095,45011,60094,789
Rental AR provision(1)2,176—1,845—
Sales-type lease adjustment(2)2,103—1,257—
Total Segment Revenue204,832363,309181,783349,940
Segment Expenses:
Cost of rental revenue, excluding depreciation(3)30,748—30,092—
Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation(4)28,472213,22517,926205,449
Cost of parts and services, excluding depreciation(5)17,9689,09419,9777,444
Cost of intersegment sales6,11080,18511,60094,789
Rental AR provision(1)2,176—1,845—
Total cost of segment revenue85,474302,50481,440307,682
Selling, general and administrative expense13,86117,58014,29415,853
Floorplan interest expense—10,519—13,297
Total Segment Expenses99,335330,60395,734336,832
Segment Adjusted EBITDA$105,497$32,706$86,049$13,108

Adjusted EBITDA is the operating result whereby our segments are evaluated for performance and resource allocation. The following table presents a reconciliation of segment adjusted EBITDA to consolidated income (loss) before income taxes:

Three Months Ended March 31,
in 000s20262025
SERSTEMTotalSERSTEMTotal
Segment Adjusted EBITDA$105,497$32,706$138,20386,04913,108$99,157
Reconciling Items:
Intersegment margin(15,945)—
Corporate and non-allocated selling, general and administrative expenses(6)(24,272)(25,731)
Depreciation and amortization(68,274)(62,511)
Interest expense, net (non-floorplan)(24,518)(25,616)
Non-cash purchase accounting impact(4)(3,232)(4,181)
Transaction and integration costs(3,892)(3,660)
Sales-type lease adjustment(2)(4)(696)(546)
Share-based payments(1,179)(2,404)
Consolidated income (loss) before income taxes$(3,805)$(25,492)

(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) - Cost of rental revenue, excluding depreciation: reflects repairs and maintenance costs of rental equipment, parts costs, labor and other overheads related to maintaining the rental fleet, and freight associated with the shipping of rental equipment.

(4) - Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation: reflects production and inventory costs associated with new units sold, labor and other overheads related to production, and freight associated with the shipping and receiving of equipment. Cost of equipment sales also includes the net book value of rental units sold. These costs are net of (i) the impact of purchase accounting step-up in basis on equipment and inventory acquired ("non-cash purchase accounting impact") and (ii) the impact of sales-type lease accounting for certain leases containing RPOs, further excluding depreciation.

(5) - Cost of parts and services sales, excluding depreciation: reflects inventory costs associated with parts costs and freight associated with the shipping and receiving of parts, further excluding depreciation.

(6) - Certain costs are not allocated to the segments as they represent Corporate-level activities. These costs primarily include people-related costs, enterprise technology, insurance coverage, and professional services required to support the Company’s national scale, public-company requirements, and centralized corporate functions.

Total assets by operating segment are not disclosed herein because assets by operating segment data are not reviewed by the CODM to assess performance and allocate resources.

The following table presents total assets by country:

(in $000s)March 31, 2026December 31, 2025
Assets:
United States$3,451,811$3,344,032
Canada95,49597,422
Total Assets$3,547,306$3,441,454
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.