8-K - ALTG - Equibles

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): January 21, 2026

ALTA EQUIPMENT GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38864	83-2583782
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

13211 Merriman Road

Livonia, Michigan 48150

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (248) 449-6700

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 (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	ALTG	The New York Stock Exchange
Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share	ALTG PRA	The 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 1.01 Entry into Material Definitive Agreement.

On January 21, 2026, Alta Equipment Group Inc. (the “Company”), entered into a Cooperation Agreement (the “Cooperation Agreement”), between the Company and Mill Road Capital III, L.P. (“Mill Road”), pursuant to which the Company granted Mill Road the right to appoint one observer to attend meetings of the Board, including any meetings of the committees of the Board, and to participate in discussions of matters brought to the Board or any committee thereof. Mill Road is initially appointing Deven Petito, a Management Committee Director of Mill Road Capital III GP, LLC, the general partner of Mill Road (the “Observer”) as its initial Board observer subject to the terms and condition contained in a Board Observer Agreement dated January 21, 2026 (the “Board Observer Agreement”) between the Company and the Observer. The Cooperation Agreement will expire on the date that is fifteen (15) business days prior to the deadline under the Company’s Amended and Restated Bylaws for the submission of director nominations and stockholder proposals for the Company’s 2027 annual meeting of stockholders, unless terminated earlier in accordance with the terms thereof. As of the date of this Current Report on Form 8-K, Mill Road owns approximately 13.4% of the outstanding shares of common stock of the Company.

The Cooperation Agreement and the Board Observer Agreement were unanimously approved by the Company’s Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Board Observer Agreement, dated as of January 21, 2026.
4.2	Cooperation Agreement, dated as of January 21, 2026.
99.1	Press Release, dated January 22, 2026, of Alta Equipment Group Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	ALTA EQUIPMENT GROUP INC.
Dated: January 22, 2026	By:	/s/ Ryan Greenawalt
		Name: Ryan Greenawalt
		Title: Chief Executive Officer

EX-4.1

Exhibit 4.1

BOARD OBSERVER AGREEMENT

This BOARD OBSERVER AGREEMENT, dated as of January 21, 2026 (this “Agreement”), is entered into by and among Alta Equipment Group Inc., a Delaware corporation (the “Company”), and Deven Petito, an individual (the “Board Observer”). The Company and the Board Observer are sometimes together referred to herein as the “Parties,” and each, a “Party.”

WHEREAS, pursuant to that certain Cooperation Agreement (the “Cooperation Agreement”), dated the date hereof, between the Company and Mill Road Capital III, L.P., the Company desires to appoint the Board Observer as a single non-voting observer to the board of directors of the Company (the “Board”); and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the foregoing matters, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:

Board Observer.
The Company hereby grants the Board Observer the right to attend meetings of the Board and any committees thereof, in each case solely as a non-voting observer, subject in all respects to the terms and conditions of this Agreement and that certain Cooperation Agreement, dated January 21, 2026 (the “Cooperation Agreement”), including the Company’s rights of exclusion set forth therein.
Subject to this Section 1(b), the Board Observer shall be entitled to be present at meetings of the Board and its committees, and shall comply with all rules or procedures established by the Board applicable to directors generally. The Board Observer shall be notified of meetings of the Board and its committees, including such meeting’s time, place and agenda, in the same manner and at the same time as members of the Board or such committee, as applicable. Subject to this Section 1(b), the Board Observer shall be entitled to receive copies of materials distributed to the full Board or any committee in connection with any meeting thereof or as are otherwise distributed to the full Board or such committee (collectively, the “Board Materials”), in each case in the same manner and at the same time as such Board Materials are provided to members of the Board or such committee, as applicable. The rights granted to the Board Observer in the preceding sentences of this Section 1(b) are referred to as the “Observer Rights.” Notwithstanding anything to the contrary herein, the Company reserves the right to exclude the Board Observer from access to any Board Materials or any portion thereof, or any meeting of the Board or any of its committees, or any portion thereof if:
a majority of the directors conclude in good faith after consultation with the Company’s Chief Legal Officer or outside legal counsel, that such exclusion is reasonably necessary or advisable to preserve the attorney-client privilege or work product protection between the Company or its Affiliates and Associates (each as defined in Rule 12b-2 promulgated by the SEC under the Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) and their respective legal counsel; provided, however, that any such exclusion shall apply only to such portion of the Board
Materials or such portion of the meeting that would be required to preserve such privilege or protection and not to any other portion thereof; or
upon advice of the Company’s Chief Legal Officer or outside legal counsel, there exists an actual or reasonably anticipated conflict of interest with respect to the Board Observer and a particular matter or transaction being discussed in a meeting of the Board, including any matter relating to the Company’s or its Affiliates’ relationship, contractual or otherwise, with Mill Road or its Affiliates or any actual or potential transaction between or involving the Company or its Affiliates and Mill Road or its Affiliates; provided, however, that any such exclusion shall apply only to such portion of the Board Materials or such portion of the meeting to which such conflict of interest relates;

provided that, in each case, it is understood that if the Observer Rights are limited pursuant to this Section 1(b), the Board will notify the Board Observer of such limitation as soon as reasonably practicable.

The Board Observer is not a member of the Board or any committee thereof and, accordingly, shall not be permitted to vote on any matter at any meeting of the Board or any committee thereof or be counted for purposes of determining whether a quorum is present to conduct its business. For the avoidance of doubt, the Board Observer shall not have, and shall not be deemed to have, any fiduciary or other duties to the Company or its stockholders, or any duties otherwise applicable to members of the Board or any committee thereof, solely by virtue of the Board Observer’s appointment as a board observer hereunder.
In the event this Agreement is terminated pursuant to Section 3 below, or upon the termination or expiration of the Cooperation Agreement, the Company may immediately terminate all rights granted to the Board Observer hereunder. In addition, the rights and obligations of the Board Observer shall automatically terminate upon the death or permanent disability of such individual or upon the resignation or other cessation of service of such individual upon written notice to the Company.
Confidentiality.
Except as set out in Section 2(a)(ii) below, “Confidential Information” means all non-public or confidential information disclosed on or after the date of this Agreement by the Company, the Board, or its controlled Affiliates to the Board Observer, or (for the benefit of the Board Observer) to any of the Board Observer’s Affiliates, or the Board Observer’s or its Affiliates’ employees, officers, directors, partners, shareholders, agents, contractors, attorneys, accountants, or advisors (collectively, “Representatives”) in each case pursuant to the Observer Rights, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” including, without limitation: (a) all information concerning the Company, the Board, or their respective Affiliates, and their customers’, suppliers’ and other third parties’ past, present or future business affairs, including, without limitation, finances, customer information and data, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing,
development, sales and other commercial strategies; (b) the Company’s unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property; (c) all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes and other visual depictions, in whole or in part, of any of the foregoing; (d) any third-party confidential information included with, or incorporated in, any information provided by the Company or the Board to the Board Observer or its Representatives; and (e) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials (the “Notes”) prepared by the Board Observer or its Representatives to the extent that they contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing. For avoidance of doubt, “Representatives” shall include Mill Road Capital III, L.P. (the “Fund”), Mill Road Capital III GP, LLC and Mill Road Capital Management LLC (“MRCM”), and their respective Representatives.
Except as required by applicable federal, state, or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that: (a) at the time of disclosure is, or thereafter becomes, generally available to the public other than as a result of, directly or indirectly, any violation of this Agreement by the Board Observer or any of its Representatives; (b) at the time of disclosure is, or thereafter becomes, available to the Board Observer on a non-confidential basis from a third-party source, provided that such third party, to the knowledge of the Board Observer, is not and was not prohibited from disclosing such Confidential Information to the Board Observer by a legal, fiduciary, or contractual obligation to the Company with respect to such information; (c) was known by or in the possession of the Board Observer or its Representatives before being disclosed by or on behalf of the Company under this Agreement; or (d) was or is independently developed by the recipient without reference to or use of, in whole or in part, any of the Confidential Information.
The Board Observer shall keep confidential any Confidential Information except as expressly permitted by this Agreement, subject to Section 2(d) below. The Board Observer may disclose the Confidential Information to the Board Observer’s Representatives solely on a need-to-know basis and only to the extent reasonably necessary for the purposes described below, provided that the Board Observer agrees and shall be responsible for instructing all such Representatives to keep such Confidential Information confidential and not to disclose such Confidential Information to any third party without the prior written consent of the Company. The Board Observer and its Representatives may use Confidential Information solely in connection with (i) the Observer Rights granted pursuant to Section 1(b) of this Agreement, (ii) monitoring, reviewing, analyzing and evaluating the investment of the Fund and its Affiliates and Associates in the Company and (iii) exercising its rights as a stockholder of the Company (including without limitation voting and investment decisions), provided that the Board Observer and its Representatives do not disclose Confidential Information in connection therewith, and for no other purpose. For avoidance of doubt, any action or omission that is primarily caused by factors other than Confidential Information shall be deemed not to constitute use of Confidential Information.
The Company acknowledges that in the ordinary course the Board Observer and its Representatives (including through funds and accounts managed or advised by MRCM or any of
its Affiliates or Associates) may analyze and invest in securities, instruments, businesses and assets of third parties in the same or similar lines of business as the Company and its subsidiaries. Notwithstanding any other provision in this Agreement, neither the Board Observer nor any Representative (including through funds and accounts managed or advised by MRCM or any of its Affiliates or Associates) shall be constrained in any way from engaging in such activities under this Agreement, provided that no Confidential Information is used in connection therewith and the Board Observer and all Representatives otherwise comply in all respects with the confidentiality and use restrictions set forth in this Agreement.
Notwithstanding anything to the contrary herein, if the Board Observer or any of the Board Observer’s Representatives is required or requested by applicable law, rule or regulation or by any order or similar directive of a court of competent jurisdiction, or by any other governmental or regulatory authority, to disclose Confidential Information, then, except where giving notice to the Company is prohibited by law, rule or regulation, the Board Observer or any of the Board Observer’s Representative shall, to the extent legally permissible, give the Company written notice of such requirement or request as soon as reasonably practicable and shall consult with and afford the Company a reasonable opportunity to contest the necessity of disclosing such Confidential Information or seek an appropriate protective order. If, in the absence of a protective order, the Board Observer or any of the Board Observer’s Representatives is compelled to disclose such Confidential Information, the Board Observer or any of the Board Observer’s Representatives may disclose only that portion of the requested information that the Board Observer or any of the Board Observer’s Representatives is legally required to disclose; provided that, if permitted by applicable law, rule or regulation, the Board Observer shall promptly give the Company written notice of the Confidential Information to be disclosed as far in advance of its disclosure as reasonably practicable and use commercially reasonable efforts, at the Company’s advance expense, to obtain reasonable assurances that confidential treatment will be accorded to such Confidential Information. Notwithstanding anything to the contrary herein, Board Observer or any of the Board Observer’s Representatives may disclose any information without notice to the Company to the extent requested or required by any applicable banking, financial, accounting, securities, or similar regulatory authority (including self-regulatory organizations) during the course of any routine regulatory audit or examinations by or blanket document requests from such authorities.
The Parties acknowledge and agree that the disclosure of Confidential Information provided to the Board Observer or the Board Observer’s Representatives pursuant to this Agreement is not intended to, and shall not, waive or diminish any attorney-client privilege, work product protection or other applicable privilege that may apply to such Confidential Information, and that all such privileges shall continue to apply to the fullest extent permitted by law.
The Board Observer’s and the Board Observer’s Representatives’ confidentiality and use obligations under this Section 2 shall survive for twelve (12) months after termination of this Agreement.
Termination. Except for the confidentiality obligation (which term is set forth in Section 2(f) above), this Agreement and each Party’s obligation under this Agreement will terminate upon the earliest to occur of (i) the expiration or termination of the Cooperation Agreement in accordance with its terms, (ii) the delivery by the Board Observer of written notice to the Company of his resignation from such position, or the death or permanent disability of the
Board Observer, (iii) the termination of the Board Observer’s status as such pursuant to the terms of the Cooperation Agreement or (iv) the delivery by the Company of written notice of termination of this Agreement to the Board Observer if the Board Observer shall not have cured a material breach of this Agreement (if capable of being cured) within fifteen (15) days after receipt by the Board Observer of written notice from the Company specifying the material breach in reasonable detail; provided, however, that no termination of this Agreement will relieve any Party hereto from any liability for a breach of this Agreement prior to such termination.
Trading Restrictions. The Board Observer acknowledges that the Confidential Information may constitute material non-public information under applicable U.S. federal and state securities laws and regulations and that such laws and regulations may restrict the ability to engage in transactions in securities while in possession of such information.
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).
Specific Performance. Each Party acknowledges and agrees that irreparable injury to the other Party would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages may not be an adequate remedy for such a breach. It is accordingly agreed that each Party shall be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, without proving the inadequacy of money damages and without posting any bond. Each Party agrees to waive any bonding requirement under any applicable law in the case any other Party seeks to enforce the terms by way of equitable relief.
APPLICABLE LAW AND JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. EACH OF THE PARTIES IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT WILL BE BROUGHT EXCLUSIVELY IN (A) THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY, (B) IN THE EVENT (BUT ONLY IN THE EVENT THAT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION), THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR (C) IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURTS IDENTIFIED IN CLAUSES (A) AND (B) DO NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, ANY OTHER DELAWARE STATE COURT (COLLECTIVELY, THE “CHOSEN COURTS”). EACH OF THE PARTIES IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE CHOSEN COURTS, AND IRREVOCABLY WAIVES ANY ARGUMENT THAT THE CHOSEN COURTS ARE AN INCONVENIENT OR IMPROPER FORUM. EACH PARTY CONSENTS TO SERVICE OF PROCESS BY A REPUTABLE OVERNIGHT DELIVERY SERVICE, SIGNATURE REQUESTED, TO THE
ADDRESS OF SUCH PARTY’S PRINCIPAL PLACE OF BUSINESS OR AS OTHERWISE PROVIDED BY APPLICABLE LAW.
Notice. All notices, consents, requests, instructions, approvals and other communications provided for in this Agreement and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, (a) if given by email, when such email is transmitted to the email address set forth below (so long as the sender of such email does not receive an automatic message indicating that the recipient did not receive such email) or (b) if given by any other means, when actually received during normal business hours at the address specified in this Section 8:

If to the Company:

Alta Equipment Group, Inc.

13211 Merriman Road

Livonia, Michigan 48150

Attention: Jeffrey A. Hoover

Email: jeff.hoover@altg.com

With a copy to (which shall not constitute notice):

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: Joel L. Rubinstein

Email: joel.rubinstein@whitecase.com

Attention: Richard Brand

Email: richard.brand@whitecase.com

If to the Board Observer:

Mill Road Capital Management LLC

328 Pemberwick Road

Greenwich, CT 06831

Attention: Deven Petito

Email: dpetito@millroadcapital.com

With a copy to (which shall not constitute notice):

Foley Hoag LLP

155 Seaport Boulevard

Boston, MA 02210

Attention: Peter M. Rosenblum, Esq.

Email: prosenblum@foleyhoag.com

Entire Agreement; Amendment; Conflicts. This Agreement, together with the Cooperation Agreement, constitutes the entire understanding of the Parties with respect to the subject matter hereof. This Agreement may be amended only by an agreement in writing executed by the Parties, and no waiver of compliance with any provision or condition of this Agreement and
no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the Party against whom such waiver or consent is to be effective. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
Severability. If at any time subsequent to the date of this Agreement any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality, voidness or unenforceability of such provision shall have no effect upon the legality, validity or enforceability of any other provision of this Agreement.
No Third Party Beneficiaries; Assignment. This Agreement is solely for the benefit of the Parties and is not binding upon or enforceable by any other persons. No Party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, and any assignment in contravention hereof shall be null and void. Nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the Parties, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any Party.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

COMPANY:

ALTA EQUIPMENT GROUP, INC.

By: /s/ Jeffrey A. Hoover

Name: Jeffrey A. Hoover

Title: Chief Legal Officer and General Counsel

BOARD OBSERVER

/s/ Deven Petito

Deven Petito

[Signature Page to Board Observer Agreement]

EX-4.2

Exhibit 4.2

COOPERATION AGREEMENT

This COOPERATION AGREEMENT (this “Agreement”), dated as of January 21, 2026 (the “Effective Date”), is entered into by and among Alta Equipment Group Inc., a Delaware corporation (the “Company”), and Mill Road Capital III, L.P. (“Mill Road”). The Company and Mill Road are sometimes together referred to herein as the “Parties,” and each, a “Party.”

WHEREAS, the Parties desire to set forth their agreements regarding certain matters relating to Mill Road’s ownership of stock in the Company;

NOW, THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:

Company Board and Related Matters.
Board Observer.
The Company agrees that Deven Petito, Management Committee Director of Mill Road Capital III GP, LLC, the general partner of Mill Road, shall serve as an observer (the “Initial Observer”) of the Board of Directors of the Company (the “Board”), effective upon the later of (A) the Effective Date and (b) the execution by the Initial Observer of the Board Observer Agreement, and continuing until the earlier to occur of (x) the Expiration Date and (y) the duly approved designation of a Successor Observer in accordance with Section 1(a)(ii). For the purposes of this Agreement, all references to the “Observer” shall be deemed references to the Initial Observer or any duly approved Successor Observer in the event that a Successor Observer is appointed in accordance with Section 1(a)(ii), as applicable.
If, during the Term, the Observer ceases to be employed by or affiliated or associated with Mill Road, the Observer shall immediately cease to be the Observer (unless Mill Road notifies the Company otherwise). In the event of such vacancy, or at any time at Mill Road’s election, Mill Road shall be entitled to select another individual employed by or affiliated or associated with Mill Road to act as the Observer (a “Successor Observer”), subject to the prior approval of the Board, with such approval not to be unreasonably withheld, conditioned or delayed, until the earlier to occur of (x) the Expiration Date and (y) the designation of another Successor Observer in accordance with this Section 1(a)(ii), provided that the Successor Observer shall have reasonable qualifications and experience to serve as a board observer, including relevant industry, investment and board-level experience, and shall not present any conflict of interest or regulatory, reputational or fiduciary concern reasonably identified by the Board and disclosed to Mill Road in writing in reasonable detail (the “Observer Qualifications”).
The Company shall promptly take all necessary actions to install an approved Successor Observer following Board approval (not to be unreasonably withheld, conditioned or delayed); provided, that the Board may reject any proposed Successor Observer if with reasonable promptness (1) the Board reasonably determines, after consultation with counsel if appropriate, that such person fails to satisfy the Observer Qualifications and (2) such failures and the reasons therefor are disclosed to Mill Road in
writing in reasonable detail. If the Successor Observer initially proposed by Mill Road is rejected based on a failure to satisfy the Observer Qualifications, Mill Road shall be entitled, until the earlier to occur of (x) the Expiration Date and (y) the appointment of a Successor Observer in accordance with Section 1(a)(ii) to continue proposing persons as the Successor Observer and any such proposed person shall be promptly installed as the Successor Observer (subject to the Board’s right to reject such person’s candidacy as Successor Observer with reasonable promptness for a failure to satisfy the Observer Qualifications). The onboarding of any approved Successor Observer will be through a reasonable and customary process no more onerous, burdensome or time consuming than the process for onboarding the Initial Observer, and there will be no procedure, policy or other obstacle implemented with the intent or effect of prejudicing the Successor Observer’s ability to timely act in such capacity. Nothing herein shall restrict the Company’s ability to modify such procedures in a reasonable manner from time to time in the ordinary course. The Company shall use commercially reasonable efforts to complete such procedures within fifteen (15) business days after nomination.
Notwithstanding anything in this Agreement to the contrary, the rights with respect to the designation of a Successor Observer pursuant to this Section 1(a) shall be conditioned on Mill Road, together with its Affiliates and Associates (each as defined in Rule 12b-2 promulgated by the SEC under the Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) (which shall be deemed to include Mill Road Capital III GP, LLC, Mill Road Capital Management, LLC and funds and accounts managed by them or any of their Affiliates or Associates), continuously having aggregate beneficial ownership of at least 4.9% of the shares of the common stock of the Company, par value $0.01 per share (“Common Stock”), outstanding at such time. Upon the Company’s reasonable request in writing, Mill Road shall promptly certify its compliance with this ownership requirement in writing; provided, however, that no such certification shall be required if a Schedule 13D or 13G on file with the Securities and Exchange Commission, as amended, shall demonstrate such beneficial ownership.
Subject to the terms of this Agreement and the Board Observer Agreement, the Company agrees that the Observer may attend meetings (including telephonic or videoconference meetings), subject to the recusal provisions below, of the Board and its committees, in each case, solely in a non-voting observer capacity. The Observer may participate fully in discussions of matters brought to the Board and its committees for consideration, but in no event shall the Observer: (i) be deemed to be a member of the Board or any committee thereof; (ii) have the right to propose or offer any motions or resolutions of the Board or any committee thereof; or (iii) have the right to vote with respect to any motions or resolutions proposed or offered to the Board or any committee thereof or otherwise have any power to cause the Company to take, or not to take, any action. The presence or absence of the Observer shall not be required or taken into account for purposes of establishing a quorum. The Company shall provide to the Observer copies of notices, minutes, consents, and other materials that it provides to the directors of the Company (collectively, “Board Materials”), in each case in the same manner and at the same time as such Board materials are provided to members of the Board or such committee, as applicable. Notwithstanding anything to the contrary herein, the Company reserves the right to exclude the Board Observer from access to any Board Materials or any portion thereof, or any meeting of the Board or any of its committees, or any portion thereof if (A) a majority of the directors conclude
in good faith after consultation with the Company’s Chief Legal Officer or outside legal counsel, that such exclusion is reasonably necessary or advisable to preserve the attorney-client privilege or work product protection between the Company or its Affiliates and their respective legal counsel; provided, however, that any such exclusion shall apply only to such portion of the Board Materials or such portion of the meeting that would be required to preserve such privilege or protection and not to any other portion thereof; or (B) upon advice of the Company’s Chief Legal Officer or outside legal counsel, there exists an actual or reasonably anticipated conflict of interest with respect to the Board Observer and a particular matter or transaction being discussed in a meeting of the Board, including any matter relating to the Company’s or its Affiliates’ relationship, contractual or otherwise, with Mill Road or its Affiliates or any actual or potential transaction between or involving the Company or its Affiliates and Mill Road or its Affiliates; provided, however, that any such exclusion shall apply only to such portion of the Board Materials or such portion of the meeting to which such conflict of interest relates.
Mill Road hereby agrees that any Confidential Information (as defined in the Board Observer Agreement) disclosed to the Observer pursuant to the Observer Rights (as defined in the Board Observer Agreement) may be shared by the Observer with Mill Road and its Affiliates and Associates only in accordance with, and subject to, the confidentiality and use restrictions set forth in the Board Observer Agreement, and that Mill Road and its Affiliates and Associates shall be bound by, and responsible for compliance with, such confidentiality and use restrictions to the same extent as if they were parties to the Board Observer Agreement.
Stockholder Meetings. At any annual or special meeting of stockholders of the Company (and at any adjournments or postponements thereof) during the Standstill Period, Mill Road shall appear in person or by proxy at such meeting for quorum purposes and shall vote, or cause to be voted (whether directly or through one or more proxies or other duly authorized designees), all shares of Common Stock over which Mill Road or any of its Affiliates and Associates has voting power, (A) in favor of all directors nominated by the Board for election at any such meeting, and (B) in accordance with the Board’s recommendation with respect to any proposal to be submitted to the stockholders of the Company; provided, however, that Mill Road shall be permitted to vote in its discretion on any proposal in respect of any Extraordinary Transaction (as defined below), any amendment to the certificate of incorporation or bylaws of the Company, any shareholder rights plan, poison pill or other takeover defense, any reincorporation, domestication or conversion, or any issuance of securities (excluding the adoption or amendment of any employee benefit plan (as defined in Rule 405 under the Securities Act of 1933, as amended) or any issuance thereunder).
Board Observer Agreement. Concurrently with the execution and delivery of this Agreement, the Company has entered into a board observer agreement (the “Board Observer Agreement”) with Deven Petito. In the event of any Successor Observer, the Company shall enter into a board observer agreement with the Successor Observer on substantially identical terms.
Standstill Restrictions. During the Standstill Period (unless specifically requested in writing by the Company), Mill Road shall not, and shall cause its Affiliates and Associates not to, directly or indirectly, in any manner, alone or in concert with others:
engage in, or assist in the engagement in, soliciting proxies or written consents of stockholders with respect to, or from the holders of, any shares of Common Stock or any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies (collectively, “Voting Securities”), or make, or in any way participate in (other than by voting its Voting Securities in a way that does not violate this Agreement), any solicitation of any proxy, consent or other authority to vote any Voting Securities with respect to the election of directors or any other matter, otherwise conduct or assist in the conducting of any binding or nonbinding referendum with respect to the Company, or seek to advise or encourage any person in, any proxy contest or any solicitation with respect to the Company not approved and recommended by the Board, including relating to the removal or the election of directors, other than solicitations or actions as a participant in support of all of the Company’s nominees;
form, join or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any Voting Securities, or deposit any Voting Securities in a voting trust or subject any Voting Securities to any voting agreement or other arrangement of similar effect (other than any such voting trust, arrangement or agreement solely among Mill Road and its Affiliates and Associates that is otherwise in accordance with this Agreement);
publicly seek to call, or publicly request the call of, a special meeting of the stockholders of the Company or publicly seek to make, or make, a stockholder proposal at any annual or special meeting of the stockholders of the Company, or otherwise become a “participant” in a “solicitation” (as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act) to vote any securities of the Company (including by initiating, encouraging or participating in a “withhold” or similar campaign);
(i) except as expressly permitted by this Agreement, seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board or (ii) seek, alone or in concert with others, the removal of any member of the Board;
knowingly advise, encourage, support or influence any person or entity with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of the Company;
make any proposal, announcement, statement, offer or request, or affirmatively solicit or publicly encourage a third party to make any proposal, announcement, statement, offer or request, regarding: (A) advising, controlling, changing or influencing the Board or management of the Company, including but not limited to, plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any Extraordinary Transaction or exploration thereof (it being understood that this clause (i)(B) shall not restrict Mill Road from tendering shares, receiving payment for shares or otherwise participating in any such transaction on the same
basis as other stockholders of the Company, or from participating in any such transaction that has been approved by the Board) or (C) any other material change in the Company’s or any of its subsidiaries’ operations, business, corporate strategy, corporate structure, capital structure or allocation, or share repurchase or dividend policies; provided, for the avoidance of doubt, that Mill Road and its Affiliates and Associates shall be entitled to engage in private discussions with respect to such matters with general or limited partners, members or stockholders of Mill Road or its Affiliates or Associates;
engage in any transaction or series of transactions with respect to any securities of the Company or any derivatives thereof to the extent that, after giving effect to such transaction(s), Mill Road (together with its Affiliates and Associates) would have an aggregate net “short position” (as defined in Rule 14e-4 under the Exchange Act) in the Company; for the avoidance of doubt, (i) Mill Road and its Affiliates and Associates may purchase, sell, lend or otherwise dispose of securities of the Company and may enter into, purchase, write or unwind options, swaps, forwards, collars and other derivative or hedging transactions (including cash‑settled transactions), in each case so long as, immediately after giving effect thereto, Mill Road (together with its Affiliates and Associates) would not have an aggregate net short position in the Company, (ii) cash‑settled instruments shall be taken into account in determining aggregate net short position, (iii) the lending of securities shall not, in and of itself, be deemed to reduce a long position in such securities and (iv) transactions effected in connection with one or more broad‑based market baskets or indices shall be disregarded;
communicate with the Company’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act (other than pursuant to clause (B) thereof);
publicly act, including by making public announcements or speaking to reporters or members of the media (whether “on the record” or on “background” or “off the record”), in a manner that a reasonable person would regard as seeking to influence the Company’s stockholders, management or the Board with respect to the Company’s policies, operations, balance sheet, capital allocation, marketing approach, business configuration, Extraordinary Transactions, or strategy or to obtain representation on the Board or seek the removal of any director in any manner, except as expressly permitted by this Agreement;
demand a copy of the Company’s list of stockholders or its other books and records or make any request pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Delaware law providing for stockholder access to books and records (including lists of stockholders) of the Company;
make any request or submit any proposal to amend or waive the terms of this Agreement other than through non-public communications with the Company that would not be reasonably likely to trigger public disclosure obligations for any Party; or
knowingly enter into any discussions, negotiations, agreements or understandings with any third party to take any action prohibited by this Section 2, or advise, assist, knowingly encourage or seek to persuade any third party to (A) take any action prohibited by this Section 2 or (B) make any public statement with respect to any action prohibited by this Section 2, or otherwise take or cause any action or make any public statement inconsistent with this Section 2.

For the avoidance of doubt, the Parties acknowledge and agree that Mill Road and its Affiliates and Associates (including the Observer) intend to continue to engage in non-public discussions with members of management of the Company and the Board and nothing in this Section 2 shall be deemed to prevent or impede such discussions from occurring, so long as such discussion is not intended to, and would not reasonably be expected to, require any public disclosure of such discussion. The Company shall notify Mill Road in writing upon the occurrence of the Expiration Date.

For purposes of this Agreement, the “Standstill Period” shall mean the period from and after the Effective Date until the earlier of the Expiration Date or the termination of this Agreement by Mill Road in accordance with its terms. As used herein, “Extraordinary Transaction” means any merger, acquisition, amalgamation, tender offer, exchange offer, recapitalization, restructuring, disposition, distribution, spin-off, asset sale, joint venture or other business combination involving the Company or any of its subsidiaries or that relates to or would result in a Change of Control. As used herein, a “Change of Control” shall be deemed to have taken place if (x) any person is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the equity interests and voting power of the Company’s then outstanding equity securities, (y) as a result of a merger or stock-for-stock transaction the Company’s stockholders retain less than fifty percent (50%) of the equity interests and voting power of the surviving entity’s then-outstanding equity securities or (z) the Company sells all or substantially all of its assets.

The obligations in Section 1(c) and the restrictions in this Section 2 shall terminate automatically if (a) the Company enters into a definitive agreement with a third party that, upon consummation, is reasonably anticipated to constitute a Change of Control or (b) a third party commences a tender or exchange offer that, if consummated, is reasonably anticipated to constitute a Change of Control; provided, that if such Change of Control, and all other proposed Extraordinary Transactions publicly announced thereafter by any other third party or parties, are abandoned or terminated prior to the consummation or closing of any such Extraordinary Transaction, then the obligations in Section 1(c) and the restrictions in this Section 2 shall be automatically reinstated and shall continue in full force and effect in accordance with their terms, subject to any subsequent expiration or termination pursuant to this Section 2.

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including the restrictions in this Section 2) will prohibit or restrict Mill Road, any of its Affiliates or Associates or any Representative thereof from negotiating, evaluating and/or trading, directly or indirectly, in any mutual fund, exchange-traded fund, benchmark fund or broad basket of securities which may contain or otherwise reflect the performance of, but not primarily consist of, securities of the Company.

Press Release; Form 8-K; Publicity.
The Parties agree that promptly following the execution and delivery of this Agreement, (A) the Company will issue the press release attached to this Agreement as Exhibit A (the “Press Release”) and file a Current Report on Form 8-K in the form previously agreed by the Parties and (B) Mill Road will file an amendment to its Schedule 13D in the form previously agreed by the Parties. Prior to the issuance of the Press Release, and subject to the terms of this Agreement, neither the Company (including the Board and any committee thereof) nor Mill Road
shall issue any press release or make any public announcement regarding this Agreement or the matters contemplated hereby, except as required by applicable law, regulation or the rules of any stock exchange, without the prior written consent of the other Party.
During the Standstill Period, the Company, on the one hand, and Mill Road, on the other hand, shall each refrain from making, and shall cause their respective Affiliates and Associates and its and their respective principals, directors, members, general partners, officers, employees, agents and representatives (collectively, “Representatives”) not to make, any public statement that constitutes an ad hominem attack on, or that otherwise disparages, impugns or is reasonably likely to damage the reputation of, (i) in the case of statements by Mill Road or any of its Representatives, the Company or any of its Affiliates or any of its or their respective officers, directors or employees or any person who has served in any of the foregoing capacities, or (ii) in the case of statements by the Company or any of its Representatives, Mill Road or any of its Affiliates or Associates or any of its or their respective partners, members, officers, directors or employees or any person who has served in any of the foregoing capacities. The foregoing sentence shall not restrict the ability of any Party to (1) comply with any subpoena or other legal process or respond to a request for information from any governmental or regulatory authority with jurisdiction over the Party from whom information is sought, in each case solely to the extent legally required and after consultation with outside counsel, or (2) make private statements to directors or employees of the Company or Mill Road in circumstances in which public dissemination of such statements would not reasonably be anticipated. Nothing in this paragraph shall limit either Party’s right to respond publicly to statements made by the other Party in breach of this Agreement, and any such response shall not itself be deemed a violation hereof.
Representations of the Company. The Company represents and warrants to Mill Road that (a) the Company has the corporate power and authority to execute and deliver this Agreement and to bind it hereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law) and (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would result in or constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.
Representations of Mill Road. Mill Road represents and warrants to the Company that (a) Mill Road has the power and authority to execute and deliver this Agreement and to bind it hereto, (b) this Agreement has been duly authorized, executed and delivered by Mill Road, constitutes a valid and binding obligation of Mill Road, and is enforceable against Mill Road in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), (c) the execution of this Agreement by Mill Road does not and will not (i) violate or conflict with
any law, rule, regulation, order, judgment or decree applicable to Mill Road, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would result in or constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Mill Road is a party or by which it is bound, (d) Mill Road, together with its Affiliates and Associates, beneficially owns (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) in the aggregate 4,293,208 shares of Common Stock as of the Effective Date, and (e) except as disclosed in Mill Road’s Schedule 13D, as amended through the date hereof, Mill Road is not a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities.
Term. Except as otherwise set forth herein, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until the earlier of (a) the date (the “Expiration Date”) that is fifteen (15) business days prior to the deadline under the Company’s Amended and Restated Bylaws for the submission of director nominations and stockholder proposals for the Company’s 2027 annual meeting of stockholders and (b) the termination of this Agreement in accordance with its terms; provided, that (i) Mill Road may terminate this Agreement prior to the Expiration Date only if the Company commits a material breach of its obligations under this Agreement or the Board Observer Agreement that, in each case (if capable of being cured), is not cured within fifteen (15) days after receipt by the Company of written notice from Mill Road or the Observer specifying the material breach in reasonable detail, and (iii) the Company may terminate this Agreement prior to the Expiration Date only if Mill Road or the Observer commits a material breach of this Agreement or the Board Observer Agreement, respectively, that, in each case (if capable of being cured), is not cured within fifteen (15) days after receipt by Mill Road or the Observer, as applicable, of written notice from the Company specifying the material breach in reasonable detail; provided further that no expiration or termination of this Agreement will relieve any Party hereto from any liability for a breach of this Agreement prior to such expiration or termination. Notwithstanding the foregoing, Section 8 through Section 13 shall survive the termination or expiration of this Agreement.
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).
Specific Performance. Each Party acknowledges and agrees that irreparable injury to the other Party would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages may not be an adequate remedy for such a breach. It is accordingly agreed that each Party shall be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, without proving the inadequacy of money damages and without posting any bond. Each Party agrees to waive any bonding requirement under any applicable law in the case any other Party seeks to enforce the terms by way of equitable relief.
APPLICABLE LAW AND JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. EACH
OF THE PARTIES IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT WILL BE BROUGHT EXCLUSIVELY IN (A) THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY, (B) IN THE EVENT (BUT ONLY IN THE EVENT THAT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION), THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR (C) IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURTS IDENTIFIED IN CLAUSES (A) AND (B) DO NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, ANY OTHER DELAWARE STATE COURT (COLLECTIVELY, THE “CHOSEN COURTS”). EACH OF THE PARTIES IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE CHOSEN COURTS, AND IRREVOCABLY WAIVES ANY ARGUMENT THAT THE CHOSEN COURTS ARE AN INCONVENIENT OR IMPROPER FORUM. EACH PARTY CONSENTS TO SERVICE OF PROCESS BY A REPUTABLE OVERNIGHT DELIVERY SERVICE, SIGNATURE REQUESTED, TO THE ADDRESS OF SUCH PARTY’S PRINCIPAL PLACE OF BUSINESS OR AS OTHERWISE PROVIDED BY APPLICABLE LAW.
Notice. All notices, consents, requests, instructions, approvals and other communications provided for in this Agreement and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, (a) if given by email, when such email is transmitted to the email address set forth below (so long as the sender of such email does not receive an automatic message indicating that the recipient did not receive such email) or (b) if given by any other means, when actually received during normal business hours at the address specified in this Section 10:

If to the Company:

Alta Equipment Group, Inc.

13211 Merriman Road

Livonia, Michigan 48150

Attention: Jeffrey A. Hoover

Email: jeff.hoover@altg.com

With a copy to (which shall not constitute notice):

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: Joel L. Rubinstein

Email: joel.rubinstein@whitecase.com

Attention: Richard Brand

Email: richard.brand@whitecase.com

If to Mill Road:

Mill Road Capital III, L.P.

328 Pemberwick Road

Greenwich, CT 06831

Attention: Deven Petito

Email: dpetito@millroadcapital.com

With a copy to (which shall not constitute notice):

Foley Hoag LLP

155 Seaport Boulevard

Boston, MA 02210

Attention: Peter M. Rosenblum, Esq.

Email: prosenblum@foleyhoag.com

Entire Agreement; Amendment; Conflicts. This Agreement, together with the Board Observer Agreement, constitutes the entire understanding of the Parties with respect to the subject matter hereof. This Agreement may be amended only by an agreement in writing executed by the Parties, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the Party against whom such waiver or consent is to be effective. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
Severability. If at any time subsequent to the date of this Agreement, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality, voidness or unenforceability of such provision shall have no effect upon the legality, validity or enforceability of any other provision of this Agreement.
No Third Party Beneficiaries; Assignment. This Agreement is solely for the benefit of the Parties and is not binding upon or enforceable by any other persons. No Party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, and any assignment in contravention hereof shall be null and void. Nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the Parties, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any Party.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

COMPANY:

ALTA EQUIPMENT GROUP, INC.

By: /s/ Jeffrey A. Hoover

Name: Jeffrey A. Hoover

Title: Chief Legal Officer and General Counsel

MILL ROAD CAPITAL III, L.P.

By: Mill Road Capital III GP, LLC,

its General Partner

By: /s/ Deven Petito

Name: Deven Petito

Title: Management Committee Director

[Signature Page to Cooperation Agreement]

EX-99.1

Exhibit 99.1

Alta Equipment Group Announces Board Observer

LIVONIA, Mich. – January 22, 2026 – Alta Equipment Group Inc. (NYSE: ALTG) (“Alta” or “the Company”), a leading provider of premium material handling, construction and environmental processing equipment and related services, today announced that it entered into a Cooperation Agreement with Mill Road Capital III, L.P. (“Mill Road”) allowing Mill Road to appoint a non-voting observer to its Board of Directors. Pursuant to a Board Observer Agreement dated January 21, 2026, Mill Road has appointed Deven Petito as its initial Board observer.

Mr. Petito is a Management Committee Director of Mill Road Capital, a private investment firm focused on investing in and partnering with small publicly traded companies in the U.S. and Canada. Since its founding in 2004, the firm has executed its strategy of investing in small public companies and partnering with management teams and boards to unlock value through collaborative engagement. Before joining Mill Road in 2014, Mr. Petito began his investing career in the private equity group at Kohlberg Kravis Roberts & Co. (KKR). Prior to KKR, Mr. Petito worked at Morgan Stanley in the firm’s investment banking division. Mr. Petito holds an AB in Economics from Princeton University and an MBA from Harvard Business School.

“Mill Road is a significant shareholder of Alta and we appreciate their continuing support of the Company and its management team. We appreciate the collaborative dialogue we’ve had with Mill Road and believe this agreement reflects our shared commitment to enhancing long-term value for all shareholders.” said Ryan Greenawalt, Chief Executive Officer and Chairman. “On behalf of the entire Board, I want to welcome Deven. We are excited for Deven to bring new perspective and expertise to the Board room."

“Mill Road values its partnership with Alta and appreciates the engagement that we have had with the Company’s management team,” said Mr. Petito. “I look forward to working with Alta’s Board of Directors on its commitment to achieving greater value for all shareholders.”

About Alta Equipment Group Inc.

Alta owns and operates one of the largest integrated equipment dealership platforms in North America. Through our branch network, the Company sells, rents, and provides parts and service support for several categories of specialized equipment, including lift trucks and other material handling equipment, heavy and compact earthmoving equipment, crushing and screening equipment, environmental processing equipment, cranes and aerial work platforms, paving and asphalt equipment, other construction equipment and allied products. Alta has operated as an equipment dealership for 41 years and has developed a branch network that includes over 80 total locations across Michigan, Illinois, Indiana, Ohio, Pennsylvania, Massachusetts, Maine, Connecticut, New Hampshire, Vermont, Rhode Island, New York, Virginia, Nevada and Florida and the Canadian provinces of Ontario, Maritime, and Quebec. Alta offers its customers a one-stop-shop for their equipment needs through its broad, industry-leading product portfolio. More information can be found at www.altg.com.

Contacts

Investors:	Media:
Kevin Inda	Glenn Moore
SCR Partners, LLC	Alta Equipment Group Inc.
kevin@scr-ir.com	glenn.moore@altg.com
(225) 772-0254	(248) 305-2134