Financial Analysis

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 Companys withholding of state-specific sales tax and rental-related taxes. Custom Truck LPs withholdings of federal excise taxes for each of …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Note 5: Floor Plan Financing Floor plan payables represent financing arrangements to facilitate the Companys 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, 2026 December 31, 2025 Trade: Daimler Truck Financial $ 151,102 $ 137,225 PACCAR Financial Corp 132,009 140,742 Ford Motor Credit Company, LLC 39,917 13,248 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 und …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Companys 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, 2026 2025 (in $000s) Topic 842 Topic 606 Total Topic 842 Topic 606 Total Rental: Rental $ 130,608 $ $ 130,608 $ 110,285 $ $ 110,285 Shipping and handling 6,607 6,607 5,976 5,976 Total rental revenue 130,608 6,607 137,215 110,285 5,976 116,261 Sales and services: Equipment sales 730 291,904 292,634 2,161 271,702 273,863 Parts and services 1,689 30,084 31,773 2,673 29,435 32,108 Total sales and services 2,419 321,988 324,407 4,834 301,137 305,971 Total revenue $ 133,027 $ 328,595 $ 461,622 $ 115,119 $ 307,113 $ 422,232 …

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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 March 31, 2026 ABL Facility $ 687,975 $ $ 687,975 $ 2029 Secured Notes 920,000 896,425 2023 Credit Facility 17,203 17,203 Other notes payable 23,312 23,312 December 31, 2025 ABL Facility $ 697,975 $ $ 697,975 $ 2029 Secured Notes 920,000 901,600 2023 Credit Facility 17,297 17,297 Other notes payable 25,487 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. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

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 Companys effective income tax rate was (7.8)% for the three months ended March 31, 2026, …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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 com …

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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 Companys 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 Companys 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 Companys Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). A summary of the transactions with the fore …

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Note 2: Revenue Revenue Disaggregation Geographic Areas The Company had total revenue in the following geographic areas: Three Months Ended March 31, (in $000s) 2026 2025 United States $ 454,992 $ 413,552 Canada 6,630 8,680 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 Companys 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, 2026 2025 (in $000s) Topic 842 Topic 606 Total Topic 842 Topic 606 Total Rental: Rental $ 130,608 $ $ 130,608 $ 110,285 $ $ 110,285 Shipping and handling 6,607 6,607 5,976 5,976 Total rental revenue 130,608 6,607 137,215 110,285 5,976 116,261 Sales and services: Equipment sales 730 291,904 292,634 2,161 271,702 273,863 Parts and services 1,689 30,084 31,773 2,673 29,435 32,108 Total sales and services 2,419 321,988 324,407 4,834 301,137 305,971 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, Contra …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"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 to two 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. Sign …

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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 were no 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 Companys Board of Directors authorized a stock repurchase program, allowing for the repurchase of up to $30 million of the Companys 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 it …

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