10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission File Number: 001-38186

_______________________________

CUSTOM TRUCK ONE SOURCE, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	84-2531628
(State or other jurisdiction of<br>incorporation or organization)	(I.R.S. Employer<br>Identification No.)

7701 Independence Ave

Kansas City, MO 64125

(Address of principal executive offices, including zip code)

(816) 241-4888

(Registrant’s telephone number, including area code)

_______________________________

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	CTOS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒     No   o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ☒    No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	☒
Non-accelerated filer	o	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes   ☐     No  ☒

The number of shares of common stock outstanding as of July 28, 2025 was 226,559,586.

Custom Truck One Source, Inc. and Subsidiaries

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	Page Number
Item 1.	Financial Statements	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2025 and 2024	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
	SIGNATURES	35

Item 1.    Financial Statements

Custom Truck One Source, Inc.

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

	Three Months Ended June 30,				Six Months Ended June 30,
(in $000s, except per share data)	2025		2024		2025		2024
Revenue
Rental revenue	$	120,814	$	102,997	$	237,075	$	209,168
Equipment sales	356,112		285,633		629,975		558,235
Parts sales and services	34,557		34,383		66,665		66,917
Total revenue	511,483		423,013		933,715		834,320
Cost of Revenue
Cost of rental revenue	30,338		29,295		60,738		59,120
Depreciation of rental equipment	54,007		44,585		104,098		88,329
Cost of equipment sales	296,672		231,318		525,149		452,118
Cost of parts sales and services	27,924		28,548		55,652		54,777
Total cost of revenue	408,941		333,746		745,637		654,344
Gross Profit	102,542		89,267		188,078		179,976
Operating Expenses
Selling, general and administrative expenses	59,165		55,697		118,616		113,692
Amortization	6,911		6,692		13,591		13,270
Non-rental depreciation	3,232		3,360		6,572		6,280
Transaction expenses and other	5,303		5,844		8,963		10,690
Total operating expenses	74,611		71,593		147,742		143,932
Operating Income	27,931		17,674		40,336		36,044
Other Expense
Interest expense, net	40,204		42,401		79,117		80,316
Financing and other expense (income)	(1,371)		(3,319)		(2,387)		(6,581)
Total other expense	38,833		39,082		76,730		73,735
Income (Loss) Before Income Taxes	(10,902)		(21,408)		(36,394)		(37,691)
Income Tax Expense (Benefit)	17,478		3,070		9,777		1,122
Net Income (Loss)	$	(28,380)	$	(24,478)	$	(46,171)	$	(38,813)
Other Comprehensive Income (Loss):
Unrealized foreign currency translation adjustments	$	4,766	$	(939)	$	4,838	$	(3,469)
Other Comprehensive Income (Loss)	4,766		(939)		4,838		(3,469)
Comprehensive Income (Loss)	$	(23,614)	$	(25,417)	$	(41,333)	$	(42,282)
Net Income (Loss) Per Share:
Basic	$	(0.13)	$	(0.10)	$	(0.20)	$	(0.16)
Diluted	$	(0.13)	$	(0.10)	$	(0.20)	$	(0.16)
Weighted-Average Common Shares Outstanding:
Basic	226,477		239,727		227,371		240,045
Diluted	226,477		239,727		227,371		240,045

See accompanying notes to unaudited condensed consolidated financial statements.

Custom Truck One Source, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(in $000s, except share data)	June 30, 2025		December 31, 2024
Assets
Current Assets
Cash and cash equivalents	$	5,259	$	3,805
Accounts receivable, net	188,994		215,873
Financing receivables, net	7,834		8,913
Inventory	1,089,245		1,049,304
Prepaid expenses and other	39,583		23,557
Total current assets	1,330,915		1,301,452
Property and equipment, net	129,335		130,923
Rental equipment, net	1,055,115		1,001,651
Goodwill	705,233		704,806
Intangible assets, net	239,148		252,393
Operating lease assets	103,326		94,696
Other assets	13,852		16,046
Total Assets	$	3,576,924	$	3,501,967
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	128,613	$	88,487
Accrued expenses	87,839		69,349
Deferred revenue and customer deposits	21,474		26,250
Floor plan payables - trade	408,274		330,498
Floor plan payables - non-trade	381,917		470,830
Operating lease liabilities - current	8,409		7,445
Current maturities of long-term debt	23,114		7,842
Total current liabilities	1,059,640		1,000,701
Long-term debt, net	1,589,883		1,519,882
Operating lease liabilities - noncurrent	97,886		88,674
Deferred income taxes	39,388		31,401
Total long-term liabilities	1,727,157		1,639,957
Stockholders' Equity
Common stock — $0.0001 par value, 500,000,000 shares authorized; 253,246,030 and 251,908,970 shares issued; and 226,559,586 and 233,794,319 shares outstanding, at June 30, 2025 and December 31, 2024, respectively	25		25
Treasury stock, at cost — 26,686,444 and 18,114,651 shares at June 30, 2025 and December 31, 2024, respectively	(122,602)		(88,229)
Additional paid-in capital	1,555,309		1,550,785
Accumulated other comprehensive loss	(9,906)		(14,744)
Accumulated deficit	(632,699)		(586,528)
Total stockholders' equity	790,127		861,309
Total Liabilities and Stockholders' Equity	$	3,576,924	$	3,501,967

See accompanying notes to unaudited condensed consolidated financial statements.

Custom Truck One Source, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

	Six Months Ended June 30,
(in $000s)	2025		2024
Operating Activities
Net income (loss)	$	(46,171)	$	(38,813)
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization	128,168		113,958
Amortization of debt issuance costs	2,222		2,879
Provision for losses on accounts receivable	5,008		7,058
Share-based compensation	4,179		6,329
Gain on sales and disposals of rental equipment	(21,599)		(23,589)
Change in fair value of derivative and warrants	—		(527)
Deferred tax expense (benefit)	7,653		270
Changes in assets and liabilities:
Accounts and financing receivables	23,375		24,605
Inventories	(37,760)		(182,751)
Prepaids, operating leases and other	(14,541)		4,853
Accounts payable	39,504		3,138
Accrued expenses and other liabilities	18,368		(20,045)
Floor plan payables - trade, net	77,776		132,304
Customer deposits and deferred revenue	(4,829)		(6,261)
Net cash flow from operating activities	181,353		23,408
Investing Activities
Acquisition of business, net of cash acquired	—		(6,015)
Purchases of rental equipment	(225,299)		(165,214)
Proceeds from sales and disposals of rental equipment	93,967		99,576
Purchase of non-rental property and cloud computing arrangements	(8,475)		(27,035)
Net cash flow for investing activities	(139,807)		(98,688)
Financing Activities
Borrowings under revolving credit facilities	144,269		97,520
Repayments under revolving credit facilities	(56,694)		(62,521)
Proceeds from debt, net issuance costs	—		4,200
Principal payments on long-term debt	(4,523)		(5,259)
Acquisition of inventory through floor plan payables - non-trade	237,812		320,325
Repayment of floor plan payables - non-trade	(326,725)		(256,827)
Repurchase of common stock	(32,575)		(23,014)
Share-based payments	(1,453)		(1,451)
Net cash flow from financing activities	(39,889)		72,973
Effect of exchange rate changes on cash and cash equivalents	(203)		57
Net Change in Cash and Cash Equivalents	1,454		(2,250)
Cash and Cash Equivalents at Beginning of Period	3,805		10,309
Cash and Cash Equivalents at End of Period	$	5,259	$	8,059

Custom Truck One Source, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited) — Continued

	Six Months Ended June 30,
(in $000s)	2025		2024
Supplemental Cash Flow Information
Interest paid	$	77,619	$	76,175
Income taxes paid	697		4,105
Non-Cash Investing and Financing Activities
Rental equipment and property and equipment purchases in accounts payable	1,052		1,128
Rental equipment sales in accounts receivable	1,775		8,937

See accompanying notes to unaudited condensed consolidated financial statements.

Custom Truck One Source, Inc.

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, 2024	251,908,970	(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 payments	128,865	—	—		—		2,404		—		—		2,404
Balance, March 31, 2025	252,037,835	(26,258,286)	25		(120,804)		1,553,189		(14,672)		(604,319)		813,419
Net income (loss)	—	—	—		—		—		—		(28,380)		(28,380)
Other comprehensive income (loss)	—	—	—		—		—		4,766		—		4,766
Common stock repurchases	—	—	—		—		—		—		—		—
Share-based payments	1,208,195	(428,158)	—		(1,798)		2,120		—		—		322
Balance, June 30, 2025	253,246,030	(26,686,444)	$	25	$	(122,602)	$	1,555,309	$	(9,906)	$	(632,699)	$	790,127
			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, 2023	249,903,120	(8,891,788)	$	25	$	(56,524)	$	1,537,553	$	(5,978)	$	(557,873)	$	917,203
Net income (loss)	—	—	—		—		—		—		(14,335)		(14,335)
Other comprehensive income (loss)	—	—	—		—		—		(2,530)		—		(2,530)
Common stock repurchases	—	(1,040,585)	—		(6,381)		—		—		—		(6,381)
Share-based payments	171,990	(9,885)	—		(53)		2,774		—		—		2,721
Balance, March 31, 2024	250,075,110	(9,942,258)	25		(62,958)		1,540,327		(8,508)		(572,208)		896,678
Net income (loss)	—	—	—		—		—		—		(24,478)		(24,478)
Other comprehensive income (loss)	—	—	—		—		—		(939)		—		(939)
Common stock repurchases	—	(3,589,436)	—		(16,736)		—		—		—		(16,736)
Share-based payments	1,336,574	(408,262)	—		(2,400)		4,557		—		—		2,157
Balance, June 30, 2024	251,411,684	(13,939,956)	$	25	$	(82,094)	$	1,544,884	$	(9,447)	$	(596,686)	$	856,682

See accompanying notes to unaudited condensed consolidated financial statements.

Custom Truck One Source, Inc.

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. We manage the business in three reporting segments: Equipment Rental Solutions (“ERS”), Truck and Equipment Sales (“TES”) and Aftermarket Parts and Services (“APS”).

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, 2024 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, 2024.

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 Adopted Accounting Standards

Income Taxes

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740) (“ASU 2023-09”), which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively. The Company adopted ASU 2023-09 on January 1, 2025 and will include the newly required disclosures in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

Recently Issued Accounting Standards

Income Statement

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. 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. We are currently assessing the impact of the requirements on our 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 June 30,				Six Months Ended June 30,
(in $000s)	2025		2024		2025		2024
United States	$	499,582	$	414,066	$	913,134	$	811,763
Canada	11,901		8,947		20,581		22,557
Total Revenue	$	511,483	$	423,013	$	933,715	$	834,320

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 and six months ended June 30, 2025 and 2024 are presented in the table below.

	Three Months Ended June 30,						Three Months Ended June 30,
	2025						2024
(in $000s)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Rental:
Rental	$	114,639	$	—	$	114,639	$	98,205	$	—	$	98,205
Shipping and handling	—		6,175		6,175		—		4,792		4,792
Total rental revenue	114,639		6,175		120,814		98,205		4,792		102,997
Sales and services:
Equipment sales	984		355,128		356,112		1,554		284,079		285,633
Parts and services	3,709		30,848		34,557		2,626		31,757		34,383
Total sales and services	4,693		385,976		390,669		4,180		315,836		320,016
Total revenue	$	119,332	$	392,151	$	511,483	$	102,385	$	320,628	$	423,013
	Six Months Ended June 30,						Six Months Ended June 30,
	2025						2024
(in $000s)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Rental:
Rental	$	224,924	$	—	$	224,924	$	199,715	$	—	$	199,715
Shipping and handling	—		12,151		12,151		—		9,453		9,453
Total rental revenue	224,924		12,151		237,075		199,715		9,453		209,168
Sales and services:
Equipment sales	3,145		626,830		629,975		4,572		553,663		558,235
Parts and services	6,382		60,283		66,665		5,870		61,047		66,917
Total sales and services	9,527		687,113		696,640		10,442		614,710		625,152
Total revenue	$	234,451	$	699,264	$	933,715	$	210,157	$	624,163	$	834,320

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 June 30, 2025 and December 31, 2024, the Company had net receivables related to contracts with customers of $96.4 million and $119.9 million, respectively. As of June 30, 2025 and December 31, 2024, the Company had net receivables related to rental contracts and other of $92.6 million and $95.9 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 based upon a review of outstanding receivables, the related aging, including specific accounts if deemed necessary, and on the Company’s historical collection experience. The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, and 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)	June 30, 2025		December 31, 2024
Accounts receivable	$	206,499	$	233,688
Less: allowance for doubtful accounts	(17,505)		(17,815)
Accounts receivable, net	$	188,994	$	215,873

For the six months ended June 30, 2025 and 2024, the Company wrote-off $5.3 million and $7.0 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 June 30, 2025 and December 31, 2024, the Company had approximately $4.4 million and $4.8 million, respectively, of deferred rental revenue. Additionally, the Company collects deposits from customers for orders placed for equipment and rentals. The Company had approximately $17.1 million and $21.5 million in deposits as of June 30, 2025 and December 31, 2024, respectively. Of the $21.5 million deposit liability balance as of December 31, 2024, $20.8 million was recorded as revenue during the six months ended June 30, 2025 due to performance obligations being satisfied. The Company’s remaining performance obligations on its equipment deposit liabilities have original expected durations of one 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

Revenue from rental agreements qualifying as sales-type leases was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in $000s)	2025		2024		2025		2024
Equipment sales	$	984	$	1,554	$	3,145	$	4,572
Cost of equipment sales	949		1,229		2,788		4,051
Gross margin	$	35	$	325	$	357	$	521

As these transactions remained under rental contracts, $1.8 million and $5.6 million for the three months ended June 30, 2025 and 2024, respectively, and $3.7 million and $11.0 million for the six months ended June 30, 2025 and 2024, respectively, were billed under the contracts as rentals. Interest income from financing receivables was $1.3 million and $3.3 million for the three months ended June 30, 2025 and 2024, respectively, and $2.3 million and $6.0 million for the six months ended June 30, 2025 and 2024, 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)	June 30, 2025		December 31, 2024
Whole goods	$	958,697	$	913,571
Aftermarket parts and services inventory	130,548		135,733
Inventory	$	1,089,245	$	1,049,304

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 June 30, 2025, the Company was in compliance with these covenants.

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

(in $000s)	June 30, 2025		December 31, 2024
Trade:
Daimler Truck Financial	$	191,816	$	166,409
PACCAR Financial Services	176,790		129,899
Ford Motor Credit Company, LLC	39,668		34,190
Trade floor plan payables	$	408,274	$	330,498
Non-trade:
PNC Equipment Finance, LLC	$	381,917	$	470,830
Non-trade floor plan payables	$	381,917	$	470,830

Interest on outstanding floor plan payable balances is due and payable monthly. Floor plan interest expense was $13.8 million and $27.1 million for the three and six months ended June 30, 2025, respectively, and $15.4 million and $28.3 million for the same periods in 2024.

Trade Floor Plan Financing:

Daimler Truck Financial

The Company is party to the Wholesale Financing Agreement with Daimler Truck Financial (the “Daimler Facility”), which bore interest at a rate of U.S. Prime Rate plus 0.80% after an initial interest free period of up to 150 days. On January 1, 2025, the interest rate was updated to U.S. Prime Rate plus 0.00%. 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 $175.0 million as of June 30, 2025, 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. On July 11, 2025, the line of credit was increased to $225 million.

Ford Motor Credit Company, LLC

On April 2, 2024, the Company entered into 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 June 30, 2025, provides the Company with a $520.0 million revolving credit facility, which matures on August 25, 2025 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)	June 30, 2025		December 31, 2024
Rental equipment	$	1,591,114	$	1,522,710
Less: accumulated depreciation	(535,999)		(521,059)
Rental equipment, net	$	1,055,115	$	1,001,651

Note 7: Long-Term Debt

Debt obligations and associated interest rates consisted of the following:

(in $000s, except interest rate data)	June 30, 2025		December 31, 2024		June 30, 2025	December 31, 2024
ABL Facility	$	670,475	$	582,900	6.4%	7.1%
2029 Secured Notes	920,000		920,000		5.5%	5.5%
2023 Credit Facility	17,474		17,648		5.8%	5.8%
Other notes payable	22,753		27,102		3.1%-7.0%	3.1%-7.0%
Total debt outstanding	1,630,702		1,547,650
Deferred financing fees	(17,705)		(19,926)
Total debt, net of deferred financing fees	1,612,997		1,527,724
Less: current maturities	(23,114)		(7,842)
Long-term debt	$	1,589,883	$	1,519,882

As of June 30, 2025, borrowing availability under the ABL Facility was $275.7 million, and outstanding standby letters of credit were $3.9 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%.

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 the exercise of warrants, contingently issuable shares, and share-based compensation. On July 31, 2024, all of the Company’s stock purchase warrants expired and were unexercised. Our potentially dilutive shares aggregated 4.6 million and 4.3 million for the three and six months ended June 30, 2025, respectively, and 30.4 million and 30.2 million for the same periods in 2024, and were not included in the computation of diluted earnings (loss) per share because the impact would have been anti-dilutive.

The following tables set forth the computation of basic and dilutive earnings (loss) per share:

	Three Months Ended June 30, 2025					Three Months Ended June 30, 2024
(in $000s, except per share data)	Net Income (Loss)		Weighted Average Shares	Per Share Amount		Net Income<br>(Loss)		Weighted Average Shares	Per Share Amount
Basic earnings (loss) per share	$	(28,380)	226,477	$	(0.13)	$	(24,478)	239,727	$	(0.10)
Dilutive common share equivalents	—		—	—		—		—	—
Diluted earnings (loss) per share	$	(28,380)	226,477	$	(0.13)	$	(24,478)	239,727	$	(0.10)
	Six Months Ended June 30, 2025					Six Months Ended June 30, 2024
(in $000s, except per share data)	Net Income (loss)		Weighted Average Shares	Per Share Amount		Net Income<br>(Loss)		Weighted Average Shares	Per Share Amount
Basic earnings (loss) per share	$	(46,171)	227,371	$	(0.20)	$	(38,813)	240,045	$	(0.16)
Dilutive common share equivalents	—		—	—		—		—	—
Diluted earnings (loss) per share	$	(46,171)	227,371	$	(0.20)	$	(38,813)	240,045	$	(0.16)

Note 9: Equity

Preferred Stock

As of both June 30, 2025 and December 31, 2024, 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 June 30, 2025 and December 31, 2024, there were no shares of preferred stock issued or outstanding.

Common Stock

As of both June 30, 2025 and December 31, 2024, 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 June 30, 2025, $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 3,100,000 of their shares of the Company’s common stock (the “Earnout Shares”). The Earnout Shares shall be automatically forfeited by the holders thereof to the Company for no consideration with respect to (i) 2.8 million shares unless the trading price of the common stock equals or exceeds certain price targets by July 31 2024 (the “Minimum and Second Target Earnout Shares”), which Minimum and Second Target Earnout Shares were forfeited on July 31, 2024; and (ii) approximately 0.3 million shares 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 (the “Maximum Target Earnout Shares”).

Energy Capital Partners (ECP) Stock Repurchase

On January 30, 2025, the Company purchased 8,143,635 shares of the Company’s common stock from affiliates of ECP (“Repurchase from ECP”), at a purchase price of $4.00 per share, which represents an approximately 23% discount from the price of $5.19 per share of common stock at the close of trading on January 29, 2025, for an aggregate purchase price of $32.6 million. The transaction was

approved by the Company’s Board of Directors and the Audit Committee of the Board of Directors and the purchased shares are held in treasury.

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:

		Fair Value
(in 000s)		Level 1		Level 2		Level 3
June 30, 2025
ABL Facility	670,475	$	—	$	670,475	$	—
2029 Secured Notes		—		887,800		—
2023 Credit Facility		—		17,474		—
Other notes payable		—		22,753		—
December 31, 2024
ABL Facility	582,900	$	—	$	582,900	$	—
2029 Secured Notes		—		859,050		—
2023 Credit Facility		—		17,733		—
Other notes payable		—		27,102		—

All values are in US Dollars.

The carrying amounts of the ABL Facility, 2023 Credit Facility and other notes payable approximated fair value as of June 30, 2025 and December 31, 2024 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.

For interim periods, we estimate our annual effective tax rate, exclusive of discrete items, which is derived primarily by our estimate of taxable income or losses for our applicable jurisdictions together with estimates of changes to our valuation allowance. The estimated annual effective tax rate is recorded in interim periods based on year-to-date income or loss before income taxes. Accordingly, income tax expense or benefit in quarterly periods reflects the impacts of changes to our annual effective tax rate. Because of the impacts of (i) the U.S. carryforwards’ valuation allowances, (ii) taxes in foreign jurisdictions and (iii) taxes in U.S. states that diverge from U.S. federal deductibility rules, our effective tax rate may fluctuate between a positive and a negative rate. For the six months ended June 30, 2025, our income tax expense is comprised of $6.2 million of state income tax expense and $3.6 million of foreign income tax expense, resulting in an effective tax rate of (26.9)%. The effective tax rate was (3.0)% in the six months ended June 30, 2024. Due to the change in our estimated annual effective tax rate, an adjustment of $17.5 million was recorded to income tax expense in the three-month period ended June 30, 2025.

Recent Tax Legislation – On July 4, 2025, the President signed the One Big Beautiful Bill Act (the “OBBBA”) into law. This act introduces significant changes to tax law and other areas affecting company operations, including items such as extensions of provisions previously enacted under the 2017 Tax Cuts and Jobs Act, changes to business interest deductions, or modifications to

depreciation deductions and impacts on energy tax credits. While the effects of these tax law changes will not be reflected in interim or annual provisions for the period ended June 30, 2025, we are evaluating the potential impact of the OBBBA on our financial position, results of operations, and cash flows for future periods. Specific potential impacts that are being assessed could include effects on future tax expense, cash flows from operations due to new deductions, or potential impacts on investment decisions related to certain credits.

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.

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).

Energy Capital Partners Stock Repurchase — On January 30, 2025, the Company purchased 8,143,635 shares of Common Stock from affiliates of ECP, at a purchase price of $4.00 per share, which represents an approximately 23% discount from the price of $5.19 per share of Common Stock at the close of trading on January 29, 2025, for an aggregate purchase price of $32.6 million. The transaction

was approved by the Company’s Board of Directors and the Audit Committee of the Board of Directors and the purchased shares are held in treasury.

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 June 30,				Six Months Ended June 30,
(in $000s)	2025		2024		2025		2024
Total revenues from transactions with related parties	$	1,325	$	7,945	$	5,997	$	11,604
Expenses incurred from transactions with related parties included in cost of revenue	$	5	$	286	$	115	$	752
Expenses incurred from transactions with related parties included in operating expenses	$	819	$	127	$	1,378	$	1,400

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

(in $000s)	June 30, 2025		December 31, 2024
Accounts receivable from related parties	$	343	$	3,688
Accounts payable to related parties	$	204	$	211

Note 14: Segments

Our operations are primarily organized and managed by operating segment. Operating segment performance and resource allocations are primarily based on gross profit. Gross profit 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, personnel changes, and approving operating budgets. Significant expense categories that are regularly reviewed by the operating segments’ CODM are disclosed below. The CODM for all segments is the Company’s Chief Executive Officer. We manage the business in three reporting segments: Equipment Rental Solutions (“ERS”), Truck and Equipment Sales (“TES”) and Aftermarket Parts and Services (“APS”). Transactions between our segments consist of equipment produced by TES that is sold to ERS for inclusion in its fleet of rental equipment. Additionally, TES and APS provide repair and maintenance services to ERS for maintenance of its rental fleet. Transactions between segments are at cost and intersegment sales and purchases are eliminated in consolidation.

The Company’s segment results are presented in the tables below:

	Three Months Ended June 30,
	2025
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	117,728	$	—	$	3,086	$	120,814
Equipment sales	52,744		303,368		—		356,112
Parts and services	—		—		34,557		34,557
Total revenue	170,472		303,368		37,643		511,483
Cost of revenue:
Rentals/parts and services	30,328		—		27,934		58,262
Equipment sales	40,396		256,276		—		296,672
Depreciation of rental equipment	53,303		—		704		54,007
Total cost of revenue	124,027		256,276		28,638		408,941
Gross profit	$	46,445	$	47,092	$	9,005	$	102,542
	Three Months Ended June 30,
	2024
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	100,699	$	—	$	2,298	102,997
Equipment sales	37,712		247,921		—		285,633
Parts and services	—		—		34,383		34,383
Total revenue	138,411		247,921		36,681		423,013
Cost of revenue:
Rentals/parts and services	29,281		—		28,562		57,843
Equipment sales	25,792		205,526		—		231,318
Depreciation of rental equipment	43,581		—		1,004		44,585
Total cost of revenue	98,654		205,526		29,566		333,746
Gross profit	$	39,757	$	42,395	$	7,115	$	89,267
	Six Months Ended June 30,
---	---	---	---	---	---	---	---	---
	2025
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	230,693	$	—	$	6,382	$	237,075
Equipment sales	94,127		535,848		—		629,975
Parts and services	—		—		66,665		66,665
Total revenue	324,820		535,848		73,047		933,715
Cost of revenue:
Rentals/parts and services	60,716		—		55,674		116,390
Equipment sales	71,403		453,746		—		525,149
Depreciation of rental equipment	102,627		—		1,471		104,098
Total cost of revenue	234,746		453,746		57,145		745,637
Gross profit	$	90,074	$	82,102	$	15,902	$	188,078
	Six Months Ended June 30,
	2024
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	203,987	$	—	$	5,181	$	209,168
Equipment sales	70,452		487,783		—		558,235
Parts and services	—		—		66,917		66,917
Total revenue	274,439		487,783		72,098		834,320
Cost of revenue:
Rentals/parts and services	59,081		—		54,816		113,897
Equipment sales	49,890		402,228		—		452,118
Depreciation of rental equipment	86,278		—		2,051		88,329
Total cost of revenue	195,249		402,228		56,867		654,344
Gross profit	$	79,190	$	85,555	$	15,231	$	179,976

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

Gross profit is the primary operating result whereby our segments are evaluated for performance and resource allocation. The following table presents a reconciliation of consolidated gross profit to consolidated income (loss) before income taxes:

	Three Months Ended June 30,				Six Months Ended June 30,
(in $000s)	2025		2024		2025		2024
Gross profit	$	102,542	$	89,267	$	188,078	$	179,976
Selling, general and administrative expenses	59,165		55,697		118,616		113,692
Amortization	6,911		6,692		13,591		13,270
Non-rental depreciation	3,232		3,360		6,572		6,280
Transaction expenses and other	5,303		5,844		8,963		10,690
Interest expense, net	40,204		42,401		79,117		80,316
Financing and other expense (income)	(1,371)		(3,319)		(2,387)		(6,581)
Income (loss) before income taxes	$	(10,902)	$	(21,408)	$	(36,394)	$	(37,691)

The following table presents total assets by country:

(in $000s)	June 30, 2025		December 31, 2024
Assets:
United States	$	3,465,620	$	3,385,786
Canada	111,304		116,181
Total Assets	$	3,576,924	$	3,501,967

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Any statements made in this report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and should be evaluated as such. These statements often include words such as “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “suggests,” “plans,” “targets,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” “could,” “would,” and other similar expressions. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this report, you should understand that these statements are not guarantees of performance or results and are subject to and involve risks, uncertainties and assumptions. You should not place undue reliance on these forward-looking statements or projections. Below is a summary of risk factors applicable to us that may materially affect such forward-looking statements and projections:

•increases in labor costs, changes in U.S. trade policy including tariffs, our inability to obtain raw materials, component parts and/or finished goods in a timely and cost-effective manner, and our inability to manage our rental equipment in an effective manner;

•competition in the equipment dealership and rental industries;

•our sales order backlog may not be indicative of the level of our future revenues;

•increases in unionization rate in our workforce;

•our inability to attract and retain key personnel, including our management and skilled technicians;

•material disruptions to our operation and manufacturing locations as a result of public health concerns, equipment failures, natural disasters, work stoppages, power outages or other reasons;

•any further increase in the cost of new equipment that we purchase for use in our rental fleet or for sale as inventory; and aging or obsolescence of our existing equipment, and the fluctuations of market value thereof;

•disruptions in our supply chain;

•our business may be impacted by government spending;

•we may experience losses in excess of our recorded reserves for receivables;

•uncertainty relating to macroeconomic conditions, unfavorable conditions in the capital and credit markets and our customers’ inability to obtain additional capital as required;

•increases in price of fuel or freight;

•regulatory, technological advancement, or other changes in our core end-markets may affect our customers’ spending;

•our strategic initiatives including acquisitions and divestitures may not be successful and may divert our management’s attention away from operations and could create general customer uncertainty;

•the interest of our majority stockholder, which may not be consistent with the other stockholders;

•volatility of our common stock market price;

•our significant indebtedness, which may adversely affect our financial position, limit our available cash and our access to additional capital, prevent us from growing our business and increase our risk of default;

•our inability to generate cash, which could lead to a default;

•significant operating and financial restrictions imposed by our debt agreements;

•changes in interest rates, which could increase our debt service obligations on the variable rate indebtedness and decrease our net income and cash flows;

•disruptions or security compromises affecting our information technology systems or those of our critical services providers could adversely affect our operating results by subjecting us to liability, and limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, or implement strategic initiatives;

•we are subject to complex laws and regulations, including environmental and safety regulations that can adversely affect cost, manner or feasibility of doing business;

•we are subject to a series of risks related to climate change; and increased attention to, and evolving expectations for, sustainability and environmental, social and governance initiatives.

These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. See “Risk Factors” in Part I, Item 1A of the Annual Report for the year ended December 31, 2024 and in Part II, Item 1A of this report, for additional risks.

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. We manage the business in three reporting segments: Equipment Rental Solutions (“ERS”), Truck and Equipment Sales (“TES”) and Aftermarket Parts and Services (“APS”).

Financial and Performance Measures

Financial Measures

Revenue — As a full-service equipment provider, we generate revenue through renting, selling, assembling, upfitting, and servicing new and used heavy-duty trucks and cranes, as well as the sale of related parts. We also sell and rent specialized tools on an individual basis and in kits. Rental revenue is primarily comprised of revenues from rental agreements and freight charges billed to customers. The Company records changes in estimated collectability directly against rental revenue. Equipment sales revenue reflects the value of vocational trucks and other equipment sold to customers as well as upfit services. Parts and service revenue is derived from maintenance and repair services, and parts, tools and accessories sold directly to customers. Rental revenue excludes active rental contracts which qualify to be accounted for as sales-type leases.

Cost of rental revenue — Cost of rental revenue 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.

Depreciation of rental equipment — Depreciation of rental equipment is comprised of depreciation expense on the rental fleet. We allocate the cost of rental equipment generally over the rentable life of the equipment. The depreciation allocation is based upon estimated lives ranging from five to seven years. The cost of equipment is depreciated to an estimated residual value using the straight-line method.

Cost of equipment and parts and services sales — Cost of equipment sales reflects production and inventory costs associated with new units sold, parts costs, labor and other overheads related to production, and freight associated with the shipping and receiving of equipment and parts. Cost of equipment sales also includes the net book value of rental units sold, including active rental contracts which qualify to be accounted for as sales-type leases.

Selling, general and administrative expenses — Selling, general and administrative expenses include sales compensation, fleet licensing fees and corporate expenses, including salaries, stock-based compensation expense, insurance, advertising costs, professional services, fees earned on customer arranged financing, gains or losses resulting from insurance settlements, and information technology costs.

Amortization and non-rental depreciation — Amortization expense relates to intangible assets such as customer lists, trade names, etc. Non-rental depreciation expense reflects the depreciation of property and equipment that is not part of the rental fleet.

Transaction expenses and other — Transaction expenses and other include costs related to acquisitions of businesses; costs associated with closed operations; costs associated with restructuring and business optimization activities (inclusive of systems establishment costs); employee retention and/or severance costs; costs related to start-up/preopenings and openings of locations; reconfiguration or consolidation of facilities and equipment conversion costs.

Financing and other expense (income) — Financing and other expense (income) reflects the financing expense (income) associated with lease agreements qualifying to be accounted for as a sales-type lease, foreign currency gains and losses related to our Canadian operations, as well as other miscellaneous gains or losses from non-operating activities. Also included in financing and other expense (income) are the unrealized remeasurement gains and losses related to derivative financial instruments.

Interest expense — Interest expense consists of contractual interest expense on outstanding debt obligations, floor plan financing facilities, amortization of deferred financing costs and other related financing expenses.

Income Tax Expense (Benefit) — We have net operating loss carryforward and disallowed interest deduction carryforward assets, which are generally available to be used to offset taxable income generated in future years. Due to limitations on the use of these carryforwards under U.S. federal and state income tax regulations, we record valuation allowances to reduce the carryforward assets to amounts that we estimate will be realized. Accordingly, income tax expense or benefit generally is comprised of changes to these valuation allowance estimates and does not reflect taxes on current period income (or tax benefit on current period losses). For these reasons, our effective tax rate differs from the federal statutory tax rate.

Operating Metrics

We consider the following key operational metrics, which are consistent with those defined by the American Rental Association, when evaluating our performance and making day-to-day operating decisions:

Ending OEC — Ending original equipment cost (“OEC”) is the original equipment cost of units at the end of the measurement period. OEC represents the original equipment cost, and excludes the effect of adjustments to rental equipment fleet acquired in business combinations. OEC is the basis for calculating certain of the measures set forth below. Additionally, the pricing of our rental contracts and equipment sales prices for our equipment is based upon OEC, and we measure a rate of return from our rentals and sales using OEC. OEC is a widely used industry metric to compare fleet dollar value independent of depreciation.

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

Fleet utilization — Fleet utilization is defined as the total number of days the rental equipment was rented during a specified period of time divided by the total number of days available during the same period and weighted based on OEC. Utilization is a measure of fleet efficiency expressed as a percentage of time the fleet is on rent and is considered to be an important indicator of the revenue generating capacity of the fleet.

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

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

Operating Segments

We operate in three reportable operating segments: Equipment Rental Solutions, Truck and Equipment Sales and Aftermarket Parts and Services.

Equipment Rental Solutions (“ERS”) Segment — We own a broad range of new and used specialty equipment, including truck-mounted aerial lifts, cranes, service trucks, dump trucks, trailers, digger derricks and other machinery and equipment. As of June 30, 2025, this equipment (the “rental fleet”) is comprised of approximately 10,300 units. The majority of our rental fleet can be used across a variety of end-markets, which coincides with the needs of many of our customers who operate in multiple end-markets. As is customary for equipment rental companies, we sell used equipment out of our rental fleet to end user customers. These sales are often made in response to specific customer requests. These sales offer customers an opportunity to buy well-maintained equipment with long remaining useful lives and enable us to effectively manage the age and mix of our rental fleet to match current market demand. We also employ rental purchase options (“RPOs”) on a select basis, which provide a buyout option with an established purchase price that decreases over time as rental revenue is collected. Customers are given credit against such purchase price for a portion of the amounts paid over the life of the rental, allowing customers the flexibility of a rental with the option to purchase at any time at a known price. Activities in our ERS segment consist of the rental and sale from the rental fleet of the foregoing products.

Truck and Equipment Sales (“TES”) Segment — We offer a broad variety of new equipment for sale to be used across our end-markets, which can be modified to meet our customers’ specific needs. We believe that our integrated production capabilities and extensive knowledge gained over a long history of selling equipment have established us as a trusted partner for customers seeking tailored solutions with short lead times. In support of these activities, we primarily employ a direct-to-customer sales model, leveraging our dedicated sales force of industry and product managers, who are focused on driving national and local sales. We also opportunistically engage in the sale of used equipment purchased from third parties or received via trade-ins from new equipment sales customers. In the majority of these cases, we will sell used equipment directly to customers, rather than relying on auctions. Activities in our TES segment consist of the production and sale of new and used specialty equipment and vocational trucks, which includes equipment from leading original equipment manufacturers (“OEMs”) across our end-markets, as well as our Load KingTM brand.

Aftermarket Parts and Services (“APS”) Segment — The APS segment includes the sale of specialized aftermarket parts, including captive parts related to our Load KingTM brand, used in the maintenance and repair of the equipment we sell and rent. Specialized tools, including stringing blocks, insulated hot stick, and rigging equipment, are sold or rented to our customers on an individual basis or in packaged specialty kits. We also provide truck and equipment maintenance and repair services, which are executed throughout our nationwide branch network and fleet of mobile technicians supported by our 24/7 call center based in Kansas City, Missouri.

Results of Operations

Three and six months ended June 30, 2025, compared to the same periods in 2024

Condensed Consolidated Results of Operations

	Three Months Ended
(in $000s)	June 30, 2025		% of revenue	June 30, 2024		% of revenue	Change	% change	March 31, 2025		% of revenue
Rental revenue	$	120,814	23.6%	$	102,997	24.3%		17.3%	$	116,261	27.5%
Equipment sales	356,112		69.6%	285,633		67.5%	70,479	24.7%	273,863		64.9%
Parts sales and services	34,557		6.8%	34,383		8.1%	174	0.5%	32,108		7.6%
Total revenue	511,483		100.0%	423,013		100.0%	88,470	20.9%	422,232		100.0%
Cost of revenue, excluding rental equipment depreciation	354,934		69.4%	289,161		68.4%	65,773	22.7%	286,605		67.9%
Depreciation of rental equipment	54,007		10.6%	44,585		10.5%	9,422	21.1%	50,091		11.9%
Gross profit	102,542		20.0%	89,267		21.1%	13,275	14.9%	85,536		20.3%
Operating expenses	74,611			71,593			3,018	4.2%	73,131
Operating income	27,931			17,674			10,257	58.0%	12,405
Total other expense	38,833			39,082			(249)	(0.6)%	37,897
Income (loss) before income taxes	(10,902)			(21,408)			10,506	(49.1)%	(25,492)
Income tax expense (benefit)	17,478			3,070			14,408	469.3%	(7,701)
Net income (loss)	$	(28,380)		$	(24,478)			15.9%	$	(17,791)

All values are in US Dollars.

	Six Months Ended June 30,
(in $000s)	2025		% of revenue		2024		% of revenue	Change	% of change
Rental revenue	$	237,075	25.4	%	$	209,168	25.1%		13.3	%
Equipment sales	629,975		67.5	%	558,235		66.9%	71,740	12.9	%
Parts sales and services	66,665		7.1	%	66,917		8.0%	(252)	(0.4)	%
Total revenue	933,715		100.0	%	834,320		100.0%	99,395	11.9	%
Cost of revenue, excluding rental equipment depreciation	641,539		68.7	%	566,015		67.8%	75,524	13.3	%
Depreciation of rental equipment	104,098		11.1	%	88,329		10.6%	15,769	17.9	%
Gross profit	188,078		20.1	%	179,976		21.6%	8,102	4.5	%
Operating expenses	147,742				143,932			3,810	2.6	%
Operating income	40,336				36,044			4,292	11.9	%
Total other expense	76,730				73,735			2,995	4.1	%
Income (loss) before income taxes	(36,394)				(37,691)			1,297	(3.4)	%
Income tax expense	9,777				1,122			8,655	771.4	%
Net income (loss)	$	(46,171)			$	(38,813)			19.0	%

All values are in US Dollars.

Total Revenue - The increase in total revenue for the three and six months ended June 30, 2025, compared to the same periods in 2024 is a result of strong new equipment sales during second quarter of 2025 as well as higher rental revenue driven by higher average OEC on rent.

Cost of Revenue, Excluding Rental Equipment Depreciation - The increase in cost of revenue, excluding rental equipment depreciation for the three and six months ended June 30, 2025, compared to the same periods in 2024, was driven primarily by the increase in equipment sales volume during the quarter.

Depreciation of Rental Equipment - Depreciation of our rental equipment increased in the three and six months ended June 30, 2025, compared to the same periods in 2024, as a result of higher rental equipment levels.

Operating Expenses - Operating expenses increased in the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily as a result of an increase in general and administrative expenses due to increased compensation.

Total Other Expense - Other expense remained flat for the three months ended June 30, 2025, compared to the same period in 2024, and increased for the six months ended June 30, 2025, compared to the same period in 2024 primarily due to a decrease in interest income from financing receivables.

Income Tax Expense (Benefit) - Income tax expense for the three and six months ended June 30, 2025 was $17.5 million and $9.8 million, respectively. Income tax expense for the three months ended June 30, 2025 reflects an adjustment to our estimated annual effective tax rate resulting from changes in expected taxable income in different tax jurisdictions. Despite this change, we expect annual cash taxes to be paid to remain at a level consistent with previous years.

Net Income (loss) - Net loss increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to higher income tax expense.

Operating Metrics

We principally evaluate operational performance based on the following metrics: ending OEC, average OEC on rent, fleet utilization, and OEC on rent yield. We also report sales order backlog related to our customers’ orders for new vocational heavy duty trucks as an indicator of the demand environment for our products. The table below presents these key measures.

	Three Months Ended
(in $000s)	June 30, 2025			June 30, 2024			Change			% Change		March 31, 2025			% Change
Ending OEC	$	1,560,704		$	1,457,955		$	102,749		7.0	%	$	1,548,210		0.8	%
Average OEC on rent	$	1,207,231		$	1,044,683		$	162,548		15.6	%	$	1,177,271		2.5	%
Fleet utilization	77.6		%	71.7		%	5.9		%	8.2	%	76.9		%	0.9	%
OEC on rent yield	38.6		%	40.0		%	(1.4)		%	(3.5)	%	38.5		%	0.3	%
Sales order backlog	$	334,805		$	478,244		$	(143,439)		(30.0)	%	$	420,149		(20.3)	%			Six Months Ended June 30,
---	---	---	---	---	---	---	---	---	---	---	---
(in $000s)	2025			2024			Change			% Change
Ending OEC	$	1,560,704		$	1,457,955		$	102,749		7.0	%
Average OEC on rent	$	1,192,333		$	1,055,189		$	137,144		13.0	%
Fleet utilization	77.3		%	72.4		%	4.9		%	6.8	%
OEC on rent yield	38.3		%	40.3		%	(2.0)		%	(5.0)	%
Sales order backlog	$	334,805		$	478,244		$	(143,439)		(30.0)	%

Operating Results by Segment

Equipment Rental Solutions (ERS) Segment

	Three Months Ended
(in $000s)	June 30, 2025		June 30, 2024		Change	% Change		March 31, 2025		% Change
Rental revenue	$	117,728	$	100,699		16.9	%	$	112,965	4.2	%
Equipment sales	52,744		37,712		15,032	39.9	%	41,383		27.5	%
Total revenue	170,472		138,411		32,061	23.2	%	154,348		10.4	%
Cost of rental revenue	30,328		29,281		1,047	3.6	%	30,388		(0.2)	%
Cost of equipment sales	40,396		25,792		14,604	56.6	%	31,007		30.3	%
Depreciation of rental equipment	53,303		43,581		9,722	22.3	%	49,324		8.1	%
Total cost of revenue	124,027		98,654		25,373	25.7	%	110,719		12.0	%
Gross profit	$	46,445	$	39,757		16.8	%	$	43,629	6.5	%

All values are in US Dollars.

	Six Months Ended June 30,
(in $000s)	2025		2024		Change	% Change
Rental revenue	$	230,693	$	203,987		13.1	%
Equipment sales	94,127		70,452		23,675	33.6	%
Total revenue	324,820		274,439		50,381	18.4	%
Cost of rental revenue	60,716		59,081		1,635	2.8	%
Cost of equipment sales	71,403		49,890		21,513	43.1	%
Depreciation of rental equipment	102,627		86,278		16,349	18.9	%
Total cost of revenue	234,746		195,249		39,497	20.2	%
Gross profit	$	90,074	$	79,190		13.7	%

All values are in US Dollars.

Total Revenue - The increase in total revenue for the ERS segment for the three and six months ended June 30, 2025, compared to the same periods in 2024, was due to an increase in rental revenue and rental equipment sales. Rental revenue increased as a result of higher fleet utilization of 5.9% and 4.9% for the three and six months ended June 30, 2025, respectively; driven by higher average OEC on rent. Rental equipment sales increased due to steady performance and demand in the utility market for transmission and distribution jobs.

Cost of Revenue - The increase in total cost of revenue for the three and six months ended June 30, 2025, compared to the same periods in 2024, was largely due to the increase in rental equipment sales volume.

Depreciation - Depreciation of our rental equipment increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, as a result of higher rental equipment levels.

Gross Profit - The increase in gross profit for the three and six months ended June 30, 2025, compared to the same periods in 2024, was due to the increase in rental revenues and equipment sales for the period.

Truck and Equipment Sales (TES) Segment

	Three Months Ended
(in $000s)	June 30, 2025		June 30, 2024		Change	% Change		March 31, 2025		% Change
Equipment sales	$	303,368	$	247,921		22.4	%	$	232,480	30.5	%
Cost of equipment sales	256,276		205,526		50,750	24.7	%	197,470		29.8	%
Gross profit	$	47,092	$	42,395		11.1	%	$	35,010	34.5	%

All values are in US Dollars.

	Six Months Ended June 30,
(in $000s)	2025		2024		Change	% Change
Equipment sales	$	535,848	$	487,783		9.9	%
Cost of equipment sales	453,746		402,228		51,518	12.8	%
Gross profit	$	82,102	$	85,555		(4.0)	%

All values are in US Dollars.

Equipment Sales - Equipment sales increased for the three and six months ended June 30, 2025, compared to the same periods in 2024. The increase in new equipment sales is driven by robust demand for vocational vehicles across our end markets, particularly intra-quarter demand from local and regional customers.

Cost of Equipment Sales - Cost of equipment sales increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, due to the increase in equipment sales volume.

Gross Profit - Gross profit increased for the three months ended June 30, 2025 compared to the same period in 2024 due to the mix of equipment sold. The decrease in gross profit for the six months ended June 30, 2025, compared to the same period in 2024, was due to the pricing pressures on truck sales as well as the mix of equipment sold.

Aftermarket Parts and Services (APS) Segment

	Three Months Ended
(in $000s)	June 30, 2025		June 30, 2024		Change	% Change		March 31, 2025		% Change
Rental revenue	$	3,086	$	2,298		34.3	%	$	3,296	(6.4)	%
Parts and services revenue	34,557		34,383		174	0.5	%	32,108		7.6	%
Total revenue	37,643		36,681		962	2.6	%	35,404		6.3	%
Cost of revenue	27,934		28,562		(628)	(2.2)	%	27,740		0.7	%
Depreciation of rental equipment	704		1,004		(300)	(29.9)	%	767		(8.2)	%
Total cost of revenue	28,638		29,566		(928)	(3.1)	%	28,507		0.5	%
Gross profit	$	9,005	$	7,115		26.6	%	$	6,897	30.6	%

All values are in US Dollars.

	Six Months Ended June 30,
(in $000s)	2025		2024		Change	% Change
Rental revenue	$	6,382	$	5,181		23.2	%
Parts and services revenue	66,665		66,917		(252)	(0.4)	%
Total revenue	73,047		72,098		949	1.3	%
Cost of revenue	55,674		54,816		858	1.6	%
Depreciation of rental equipment	1,471		2,051		(580)	(28.3)	%
Total cost of revenue	57,145		56,867		278	0.5	%
Gross profit	$	15,902	$	15,231		4.4	%

All values are in US Dollars.

Total Revenue - Total revenue was flat for the three and six months ended June 30, 2025, compared to the same periods in 2024.

Cost of Revenue - Cost of revenue was flat for the three and six months ended June 30, 2025, compared to the same periods in 2024.

Gross Profit - The increase in gross profit for the three and six months ended June 30, 2025, compared to the same periods in 2024, was primarily driven by the increase in rental revenue which has lower costs associated with it.

Liquidity and Capital Resources

Our principal sources of liquidity include cash generated by operating activities and borrowings under revolving credit facilities as described below. We believe that our liquidity sources and operating cash flows are sufficient to address our operating, debt service and capital requirements, including investments in our rental fleet, over the next 12 months and beyond. As of June 30, 2025, we had $5.3 million in cash and cash equivalents compared to $3.8 million as of December 31, 2024. As of June 30, 2025 and December 31, 2024, we had $670.5 million and $582.9 million of outstanding borrowings under our ABL Facility, respectively. Availability under the ABL Facility was $275.7 million as of June 30, 2025, and based on our borrowing base, we have an additional $231.1 million of suppressed availability that we can potentially utilize by upsizing our existing facility. For further information on the ABL Facility, see Note 7: Long-Term Debt in the Notes to the Unaudited Condensed Consolidated Financial Statements.

Loan Covenants and Compliance

The ABL Facility contains customary negative covenants for transactions of this type, including covenants that, among other things, limit Nesco Holdings II, Inc., our wholly owned subsidiary (the “Borrower” with respect to the ABL Facility, or the “Issuer” with respect to the Indenture, defined below) and its restricted subsidiaries’ ability to: incur additional indebtedness; pay dividends, redeem stock, or make other distributions; repurchase, prepay or redeem subordinated indebtedness; make investments; create restrictions on the ability of the Borrower’s restricted subsidiaries to pay dividends; create liens; transfer or sell assets; consolidate, merge, sell, or otherwise dispose of all or substantially all of the Borrower’s assets; enter into certain transactions with the Borrower’s affiliates; and designate subsidiaries as unrestricted subsidiaries, in each case subject to certain exceptions, as well as a restrictive covenant applicable to each Specified Floor Plan Company (as defined in the ABL Credit Agreement) limiting its ability to own certain assets and engage in certain lines of business. The covenants governing the payment of dividends and making other distributions are based upon a combination of fixed amounts, percentages of Adjusted EBITDA or upon multiple pro forma measures depending on the purpose of any such dividend payments or distributions the Borrower and its restricted subsidiaries are permitted to make. Unlimited dividends under the ABL Facility may be permitted so long as, on a pro forma basis, “distribution conditions” (as defined in the ABL Credit Agreement governing the ABL Facility) are satisfied. As of June 30, 2025, the Company’s distribution conditions were satisfied and, as a result, the Company determined there were no restrictions on distributions by the Borrower and its restricted subsidiaries by the ABL Credit Agreement.

The 5.50% senior secured second lien notes due 2029 (the “2029 Secured Notes”) were issued pursuant to the indenture governing our 2029 Secured Notes (the “Indenture”) which contains covenants that limit the Issuer’s (and certain of its subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred stock; (ii) pay dividends, redeem stock, or make other distributions; (iii) make other restricted payments or investments; (iv) create liens on assets; (v) transfer or sell assets; (vi) create restrictions on payment of dividends or other amounts by the Issuer’s restricted subsidiaries; (vii) engage in mergers or consolidations; (viii) engage in certain transactions with affiliates; or (ix) designate the Issuer’s subsidiaries as unrestricted subsidiaries. The covenants governing the payment of dividends and making other distributions are based upon a combination of fixed amounts, percentages of Adjusted EBITDA or upon multiple pro forma measures depending on the purpose of any such dividend payments or distributions the Issuer and its restricted subsidiaries are permitted to make. Unlimited dividends, under the Indenture, may be made so long as after giving effect to making the dividends, the Consolidated Total Debt Ratio would be no greater than 5.00 to 1.00 on a pro forma basis. As of June 30, 2025, the Company’s Consolidated Total Debt Ratio was not greater than 5.00 to 1.00 and, as a result, the Company determined there were no restrictions on distributions by the Issuer and its restricted subsidiaries by the Indenture. For further information on the ABL Facility and Indenture, see Note 8: Long-Term Debt in the Notes to the Consolidated Financial Statements under Part II, Item 8 in the Company’s annual report on Form 10-K for the year ended December 31, 2024, filed on March 4, 2025.

The Company presents Adjusted EBITDA calculated in accordance with “Consolidated EBITDA” as that term is used in the ABL Credit Agreement and the Indenture. Adjusted EBITDA is defined as net income, as adjusted for provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization, and further adjusted for the impact of the fair value mark-up of acquired rental fleet (the “non-cash purchase accounting impact”), business acquisition and merger-related costs, including integration, the impact of accounting for certain of our rental contracts with customers that are accounted for under GAAP as a sales-type lease and stock compensation expense.

The Company presents Net Leverage Ratio, which is equivalent to Consolidated Total Net Leverage Ratio in our ABL Credit Agreement and Consolidated Total Debt Ratio in the Indenture, is defined as Net Debt over Adjusted EBITDA for the previous twelve-month period (“last twelve months,” or “LTM”). Net debt is defined as total debt (calculated as current and long-term debt, excluding deferred financing fees, plus current and long-term finance lease obligations) minus cash and cash equivalents.

Our creditors utilize Adjusted EBITDA and Net Leverage Ratio to assess our compliance with the restrictive covenants in the ABL Credit Agreement and the Indenture. Neither Adjusted EBITDA or Net Leverage Ratio is calculated in accordance with GAAP and

may not conform to the calculation of Adjusted EBITDA or Net Leverage Ratio used by other companies. Neither Adjusted EBITDA or Net leverage Ratio should be considered as a substitute for a measure of our financial performance or liquidity prepared in accordance with GAAP.

The following table provides the calculation of Adjusted EBITDA pursuant to the ABL Credit Agreement and the Indenture.

	Three Months Ended				Six Months Ended	Three Months Ended March 31, 2025
(in $000s)	June 30, 2025		June 30, 2024				June 30, 2025		June 30, 2024
Net income (loss)	$	(28,380)	$	(24,478)		$	(46,171)	$	(38,813)	$	(17,791)
Interest expense	26,440		27,003			52,056		52,018		25,616
Income tax expense (benefit)	17,478		3,070			9,777		1,122		(7,701)
Depreciation and amortization	66,426		57,797			128,937		113,958		62,511
EBITDA	81,964		63,392			144,599		128,285		62,635
Adjustments:
Non-cash purchase accounting impact (1)	3,915		5,260			8,096		8,220		4,181
Transaction and integration costs (2)	5,303		5,844			8,963		10,690		3,660
Sales-type lease adjustment (3)	471		1,961			1,017		4,435		546
Share-based payments (4)	1,775		3,599			4,179		6,329		2,404
Change in fair value of derivative and warrants (5)	—		—			—		(527)		—
Adjusted EBITDA	$	93,428	$	80,056		$	166,854	$	157,432	$	73,426

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

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

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

	Three Months Ended				Six Months Ended				Three Months Ended March 31, 2025
(in $000s)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Equipment sales	$	(984)	$	(1,554)	$	(3,145)	$	(4,572)	$	(2,161)
Cost of equipment sales	949		1,229		2,788		4,051		1,839
Gross margin	(35)		(325)		(357)		(521)		(322)
Interest income	(1,322)		(3,283)		(2,334)		(6,025)		(1,012)
Rental invoiced	1,828		5,569		3,708		10,981		1,880
Sales-type lease adjustment	$	471	$	1,961	$	1,017	$	4,435	$	546

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

(5) Represents the charge to earnings for the change in fair value of the liability for warrants. On July 31, 2024, all of the Company’s stock purchase warrants expired and were unexercised.

The following table presents the calculation of Net Debt and Net Leverage Ratio:

(in $000s)	June 30, 2025		March 31, 2025
Current maturities of long-term debt	$	23,114	$	5,966
Long-term debt, net	1,589,883		1,593,176
Deferred financing fees	17,705		18,862
Less: cash and cash equivalents	(5,259)		(5,380)
Net Debt	$	1,625,443	$	1,612,624
Divided by: LTM Adjusted EBITDA (1)	349,079		335,707
Net Leverage Ratio	4.66		4.80

(1) The following tables present the calculation of LTM Adjusted EBITDA for the periods ended June 30, 2025 and March 31, 2025:

	Current Year To Date Period		Less: Prior Year To Date Period		Add: Prior Fiscal Year		LTM Adjusted EBITDA
(in $000s)	June 30, 2025		June 30, 2024		December 31, 2024		June 30, 2025
Net income (loss)	$	(46,171)	$	(38,813)	$	(28,655)	$	(36,013)
Interest expense	52,056		52,018		105,895		105,933
Income tax expense (benefit)	9,777		1,122		(532)		8,123
Depreciation and amortization	128,937		113,958		235,807		250,786
EBITDA	144,599		128,285		312,515		328,829
Adjustments:
Non-cash purchase accounting impact	8,096		8,220		16,833		16,709
Transaction and integration costs	8,963		10,690		17,915		16,188
Sales-type lease adjustment	1,017		4,435		4,559		1,141
Gain on sale leaseback transaction	—		—		(23,497)		(23,497)
Share-based payments	4,179		6,329		11,859		9,709
Change in fair value of warrants	—		(527)		(527)		—
Adjusted EBITDA	$	166,854	$	157,432	$	339,657	$	349,079
	Current Year To Date Period		Less: Prior Year To Date Period		Add: Prior Fiscal Year		LTM Adjusted EBITDA
---	---	---	---	---	---	---	---	---
(in $000s)	March 31, 2025		March 31, 2024		December 31, 2024		March 31, 2025
Net income (loss)	$	(17,791)	$	(14,335)	$	(28,655)	$	(32,111)
Interest expense	25,616		25,015		105,895		106,496
Income tax expense (benefit)	(7,701)		(1,948)		(532)		(6,285)
Depreciation and amortization	62,511		56,161		235,807		242,157
EBITDA	62,635		64,893		312,515		310,257
Adjustments:
Non-cash purchase accounting impact	4,181		2,960		16,833		18,054
Transaction and integration costs	3,660		4,846		17,915		16,729
Sales-type lease adjustment	546		2,474		4,559		2,631
Gain on sale leaseback transaction	—		—		(23,497)		(23,497)
Share-based payments	2,404		2,730		11,859		11,533
Change in fair value of warrants	—		(527)		(527)		—
Adjusted EBITDA	$	73,426	$	77,376	$	339,657	$	335,707

Historical Cash Flows

The following table summarizes our sources and uses of cash:

(in 000s)	2025		2024
Net cash flow from operating activities	$	181,353	$	23,408
Net cash flow for investing activities	(139,807)		(98,688)
Net cash flow from financing activities	(39,889)		72,973
Effect of exchange rate changes on cash and cash equivalents	(203)		57
Net change in cash and cash equivalents	$	1,454	$	(2,250)

All values are in US Dollars.

As of June 30, 2025, we had cash and cash equivalents of $5.3 million, an increase of $1.5 million from December 31, 2024. Generally, we manage our cash flow by using any excess cash, after considering our working capital and capital expenditure needs, including paying down the outstanding balance under our ABL Facility, and availability under our credit facilities.

Cash Flows from Operating Activities

Net cash from operating activities was $181.4 million for the six months ended June 30, 2025, as compared to $23.4 million in the same period of 2024. The change year over year is driven by lower levels of inventory production in 2025 compared to 2024.

Cash Flows for Investing Activities

Net cash used in investing activities was $139.8 million for the six months ended June 30, 2025, as compared to $98.7 million in the same period of 2024. The increase in cash used in investing activities was primarily due to an increase in purchases of rental equipment of $60.1 million.

Cash Flows from Financing Activities

Net cash used for financing activities was $39.9 million for the six months ended June 30, 2025, as compared to net cash from financing activities of $73.0 million in the same period of 2024. The increase in cash used for financing activities was primarily due to an increase in repayments on floorplan liabilities and long term debt of $64.1 million and lower proceeds from floorplan liabilities and long term debt of $40.0 million.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk

We are subject to interest rate market risk in connection with our long-term debt. Our principal interest rate exposure relates to outstanding amounts under the ABL Credit Facility and our floor plan financing arrangements. Interest rate changes generally impact the amount of our interest payments and, therefore, our future net income and cash flows, assuming other factors are held constant. As of June 30, 2025, we had $1,460.7 million aggregate principal amount of variable rate debt, consisting of the balance outstanding under floor plan financing and the ABL Facility. Holding other variables constant, each one-eighth percentage point increase or decrease in the applicable interest rates would correspondingly change our interest expense under floor plan financing and the ABL Facility by approximately $1.8 million on an annual basis.

We, from time to time, may manage a portion of our risks from exposures to fluctuations in interest rates as part of our risk management program through the use of derivative financial instruments. The objective of controlling these risks is to limit the impact on earnings and cash flows caused by fluctuations in the interest rates of our variable-rate debt. We do not currently hedge our interest rate exposure.

Foreign currency exchange rate risk

During the six months ended June 30, 2025, we generated $20.6 million of revenues denominated in Canadian dollars. Each 100-basis point increase or decrease in the average Canadian dollar to U.S. dollar exchange rate for the year would have correspondingly changed our revenues by approximately $0.4 million on an annual basis. We do not currently hedge our exchange rate exposure.

Item 4.    Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Securities Exchange Act Rules 13a-15(e) and 15d-15(e), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.

(b) Changes to Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1.    Legal Proceedings

We may, at any given time, be named as a defendant in certain lawsuits, investigations and claims arising in the ordinary course of business. While the outcome of these potential lawsuits, investigations and claims cannot be predicted with certainty, we do not expect these matters to have a material adverse impact on our business, results of operations, cash flows or financial condition. In the opinion of management, there are no pending litigation, disputes or claims against the Company that, if decided adversely, would have a material adverse effect on its consolidated financial condition, cash flows or results of operations.

Item 1A.    Risk Factors

No material changes occurred to the risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On August 2, 2022, our Board of Directors authorized a stock repurchase program for 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 on March 11, 2024, upon exhaustion of prior authorization. The authorization does not have an expiration date. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs.

The following table contains information regarding our purchases of our common stock during the three months ended June 30, 2025:

ISSUER PURCHASES OF EQUITY SECURITIES
	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(in 000s)
April 1, 2025 - April 30, 2025	—	$	—	—
May 1, 2025 - May 31, 2025	—	—		—
June 1, 2025 - June 30, 2025	—	—		—
Total	—	$	—	—

All values are in US Dollars.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.     Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

Item 6.    Exhibits

Exhibit No.	Description
10.1+	Retention Bonus Letter Agreement, by and between Ryan McMonagle and Custom Truck One Source, Inc., dated April 28, 2025 (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on April 30, 2025).
10.2+	Retention Bonus Letter Agreement, by and between Christopher Eperjesy and Custom Truck One Source, Inc., dated April 28, 2025(Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2025).
10.3+	Retention Bonus Letter Agreement, by and between Joseph Ross and Custom Truck One Source, Inc., dated April 28, 2025(Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2025).
10.4+	Retention Bonus Letter Agreement, by and between Thomas Rich and Custom Truck One Source, Inc., dated April 28, 2025(Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2025).
10.5+	Retention Bonus Letter Agreement, by and between Paul Jolas and Custom Truck One Source, Inc., dated April 28, 2025(Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2025).
10.6*+	Form of 2025 Restricted Stock Unit Agreement
10.7*+	Amendment No. 1 to Form of Restricted Stock Unit Agreement
10.8*+	Form of 2025 Performance Stock Unit Agreement
10.9*+	Form of 2025 Corporate Milestones Performance Stock Unit Agreement
10.10*+	Amendment No. 1 to Form of Performance Stock Unit Agreement
31.1*	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

**Furnished herewith.

• Management contract or compensatory plan.

SIGNATURES

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 thereunto duly authorized.

		CUSTOM TRUCK ONE SOURCE, INC.<br><br>(Registrant)
Date:	July 30, 2025	/s/ Ryan McMonagle
		Ryan McMonagle, Chief Executive Officer
Date:	July 30, 2025	/s/ Christopher J. Eperjesy
		Christopher J. Eperjesy, Chief Financial Officer

Document

Exhibit 10.6

CUSTOM TRUCK ONE SOURCE, INC. AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2019 Omnibus Incentive Plan (as amended from time to time, the “Plan”) of Custom Truck One Source, Inc. (f/k/a Nesco Holdings, Inc., the “Company”).

The Company has granted to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Number of RSUs:
Vesting Commencement Date:
Vesting Schedule:	Subject to the terms of the Agreement and Exhibit B attached hereto, the RSUs will vest in four substantially equal annual installments on each of the first four anniversaries (each such date, a “Vesting Date”) of the vesting commencement date set forth above (the “Vesting Commencement Date”), such that the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant acknowledges and understands that this Grant Notice and the Agreement supersede any prior communications regarding the Award and Participant is not entitled to receive any other equity award from the Company. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Unless otherwise determined by the Administrator, if Participant has not accepted this Award (and the terms and conditions thereof) by signing below within 60 days following the Grant Date, this Award shall be forfeited and Participant shall have no rights in respect of the RSUs.

CUSTOM TRUCK ONE SOURCE, INC.	PARTICIPANT
By:
Name:
Title:

US-DOCS\159389178.1

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

Article I. GENERAL

1.1Award of RSUs and Dividend Equivalents.

(a)The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.

(b)The Company hereby grants to Participant, with respect to each RSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid.

1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, except as otherwise expressly provided in Section 2.1(b)(ii) and Exhibit B attached hereto.

1.3Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

Article II. VESTING; FORFEITURE AND SETTLEMENT

2.1Vesting; Change in Control.

(a)Subject to Section 2.2 hereof and subject to any potential reductions due to mitigation of any excise taxes under Section 4999 of the Code as may be set forth in any employment or other agreement between Participant and the Company, the RSUs will vest according to the vesting schedule in the Grant Notice and Exhibit B attached hereto except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated.

(b)Notwithstanding the foregoing and except as otherwise set forth on Exhibit B attached hereto, if a Change in Control occurs after the Grant Date, and provided that Participant has not incurred a Termination of Service prior to such Change in Control, then:

(i)if the consideration payable for Shares in the Change in Control is at least 80% cash, all unvested RSUs will become vested immediately prior to such Change in Control; and

(ii)if the consideration payable for Shares in the Change in Control is not at least 80% cash, all unvested RSUs will remain outstanding and vest according to and subject to the terms of the vesting schedule in the Grant Notice; provided that, notwithstanding Section 8.2 of the Plan, if any unvested RSUs are not continued, converted, assumed or replaced by the Company or any successor or survivor entity or a parent or subsidiary thereof in such Change in

Control, and Participant has not had a Termination of Service, then immediately prior to the Change in Control such unvested RSUs shall become fully vested.

For the purposes of this Section 2.1(b), (i) the RSUs will not be considered continued, converted, assumed or replaced unless, following the Change in Control, the RSUs or awards into which they were converted have substantially the same economic value immediately following such continuation, conversion, assumption or replacement as the RSUs had immediately prior to such continuation, conversion, assumption or replacement and (ii) for the avoidance of doubt, the Administrator will have the authority to determine whether the consideration payable for Shares in a Change in Control is at least 80% cash.

For the avoidance of doubt, except as otherwise expressly provided in Section 2.1(b)(ii), the RSUs will in all events remain subject to Article VIII of the Plan.

2.2Forfeiture; Termination of Service; Restrictive Covenants.

(a)In the event of (i) Participant’s Termination of Service for any reason or (ii) a breach by Participant of the restrictive covenants set forth in Section 2.3 hereof or any other customer or employee non-solicitation, non-competition, confidentiality or similar covenants with the Company by which Participant is bound, all unvested RSUs will immediately and automatically be cancelled and forfeited, in each case, except as otherwise (A) determined by the Administrator, (B) provided in Section 2.2(b) or Section 2.2(c) hereof or Exhibit B attached hereto or (C) provided in a binding written agreement between Participant and the Company. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the corresponding RSU.

(b)In the event Participant incurs a Termination of Service as a result of a termination by the Company or its Subsidiary without Cause or by Participant for Good Reason, in each case, within thirty (30) days prior to a Vesting Date, subject to Participant’s execution of a release of claims in a form reasonably acceptable to the Company and such release of claims becoming effective and irrevocable within 60 days following Participant’s Termination of Service, all unvested RSUs that would have vested on such Vesting Date will become vested immediately prior to such Termination of Service.

(c)In the event Participant incurs a Termination of Service as a result of a termination by the Company or its Subsidiary without Cause or by Participant for Good Reason, in each case, upon or within one (1) year following a Change in Control in which the consideration payable for Shares in such Change in Control is not all cash, all then unvested RSUs (or other awards into which they were converted or with which they were replaced) will become vested immediately prior to such Termination of Service.

(d)For purposes herein, “Good Reason” shall mean the occurrence, without Participant’s written consent of any of the following circumstances: (i) a material reduction by the Company in Participant’s annual base salary, other than in connection with broad based salary reductions affecting substantially all similarly situated Company employees; (ii) a relocation of Participant’s primary work location by more than fifty (50) miles from the work location in effect immediately prior to such relocation, except for reasonable required travel on the Company’s business; or (iii) any breach by the Company of any material provision of this Agreement. Notwithstanding the foregoing, Participant’s termination of employment shall not be a termination of employment for Good Reason unless (x) such termination occurs within six (6) months of the initial existence of the condition giving rise to such termination, (y) Participant gives written notice to the Company of the condition giving rise to such termination within ninety (90) days of its initial existence, and (z) the Company does not cure the condition giving rise to such termination within the thirty (30) day period beginning on the date it receives notice from Participant of such condition. The foregoing definition shall not apply to the extent the term “Good Reason” is defined in any employment agreement between the Company and Participant (in which case such other Good Reason definition will instead apply).

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2.3Restrictive Covenants. In consideration of the Company grant of the RSUs, Participant hereby makes the covenants and agreements described in this Section 2.3.

(a)Non-Interference. Participant hereby agrees that Participant shall not, at any time during the Restricted Period, directly or indirectly, for his or her own account or for the account of any other individual or entity, engage in Interfering Activities.

(b)Definitions. For purposes of this agreement:

(i)“Business Relation” shall mean any current or prospective client, customer, licensee, supplier, or other business relation of the Company Group, or any such relation that was a client, customer, licensee or other business relation within the prior twelve (12) month period, in each case, with whom Participant transacted business or whose identity became known to Participant in connection with Participant’s relationship with the Company Group, or employment by the Company.

(ii)“Company Group” means the Company and its Subsidiaries and affiliates.

(iii)“Confidential Information” means information that the Company Group has or will develop, acquire, create, compile, discover, or own, that has value in or to the business of the Company Group that is not generally known and that the Company Group wishes to maintain as confidential. Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company Group, or to the technical data, trade secrets, or know-how of the Company Group, including, but not limited to, research, product plans, product pricing, vendor pricing and terms or other information regarding the products or services and markets of the Company Group, customer lists, and customers (including, but not limited to, customers of the Company Group on whom Participant called or with whom Participant may become acquainted during the term of Participant’s employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances, and other business information disclosed by the Company Group either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other property of the Company Group. Notwithstanding the foregoing, Confidential Information shall not include (A) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved or (B) any information that Participant is required to disclose to, or by, any governmental or judicial authority.

(iv)“Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, the Company Group (collectively, “Company Personnel”) to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company Group; (B) hiring any individual who was employed by the Company Group within the six (6) month period prior to the date of such hiring; or (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company Group, or in any way interfering with the relationship between any such Business Relation and the Company Group. Notwithstanding the foregoing, a general solicitation or advertisement for job opportunities that Participant may publish without targeting any Company Personnel shall not be considered Interfering Activities.

(v)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(vi)“Restricted Period” shall mean the period commencing on the Grant Date and ending on the twelve (12) month anniversary of the date of Participation’s Termination of Service.

(a)Reasonableness of Restrictions. Participant hereby acknowledges and recognizes the highly competitive nature of the Company’s business, that access to Confidential Information renders

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the Participant special and unique within the Company’s and Company’s industry, and that Participant has the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of its employment with the Company. In light of the foregoing, Participant hereby recognizes and acknowledges that the restrictions and limitations set forth in this Agreement are reasonable and valid and are essential to protect the value of the business and assets of the Company Group. Participant hereby further acknowledges that the restrictions and limitations set forth in this agreement will not materially interfere with Participant’s ability to earn a living following the termination of its employment with the Company and that Participant’s ability to earn a livelihood without violating such restrictions is a material condition to the Company grant of the RSUs.

2.4Settlement.

(a)RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date or, if earlier, by March 15 of the year following the year of such vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(b)If an RSU is paid in cash, the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the latest practicable date preceding the payment date, as determined by the Company. If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the latest practicable date preceding the payment date, as determined by the Company.

2.5Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying the RSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Article VIII of the Plan.

Article III. TAXATION AND TAX WITHHOLDING

3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2Tax Withholding.

(a)The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the RSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Award.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the

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US-DOCS\159389178.1

awarding, vesting or payment of the RSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

Article IV. OTHER PROVISIONS

4.1Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.

4.2RSUs Not Transferable. The RSUs shall be subject to the restrictions on transferability set forth in Section 9.1 of the Plan.

4.3Adjustments. Participant acknowledges that the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.4Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.5Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.6Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

4.7Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.8Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.9Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

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4.10Entire Agreement. Except as expressly provided herein, the Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.11Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.12Section 409A. The RSUs are intended to comply with or be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). Notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the RSUs (or any portion thereof) may be subject to or may fail to comply with the requirements of Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

4.13Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

4.14Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.15Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

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US-DOCS\159389178.1

Exhibit B

(a)Certain Additional Vesting Conditions

[OMITTED]

Document

Exhibit 10.7

CUSTOM TRUCK ONE SOURCE, INC. AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

AMENDMENT NO. 1 TO RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT

WHEREAS, capitalized terms not specifically defined in this Amendment No. 1 to Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (the “Amendment”) have the meanings given to them in the Amended and Restated 2019 Omnibus Incentive Plan (as amended from time to time, the “Plan”) of Custom Truck One Source, Inc. (f/k/a Nesco Holdings, Inc., the “Company”) and the Existing Agreement;

WHEREAS, Participant listed below (“Participant”) was previously granted ______ Restricted Stock Units (the “RSUs”) pursuant to a Restricted Stock Unit Grant Notice (the “Grant Notice”) and Restricted Stock Unit Agreement (the “Agreement”) dated ______ (together, the “Existing Agreement”);

WHEREAS Section 9.6 of the Plan permits the Administrator to amend any Award without the consent of a Participant if the change does not materially and adversely affect such Participant’s rights under the Award;

WHEREAS, on April 28, 2025 (the “Amendment Date”), the Administrator approved an amendment to certain terms of the RSUs and the Existing Agreement as set forth in this Amendment including Exhibit A attached hereto; and

WHEREAS, the Administrator determined that Amendment does not materially and adversely affect the Participant’s rights under the Award.

NOW, THEREFORE, as of the Amendment Date, the Existing Agreement is amended as follows:

1.The “Vesting Schedule” section of the Grant Notice is hereby deleted and replaced with the following:

“Subject to the terms of the Agreement and Exhibit B attached hereto, the RSUs will vest in four substantially equal annual installments on each of the first four anniversaries (each such date, a “Vesting Date”) of the vesting commencement date set forth above (the “Vesting Commencement Date”), such that the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.”

2.Section 1.2 of the Agreement is hereby deleted and replaced with the following:

“Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, except as otherwise expressly provided in Section 2.1(b)(ii) and Exhibit B attached hereto.”

3.Section 2.1(a) of the Agreement is hereby deleted and replaced with the following:

4.“Subject to Section 2.2 hereof and subject to any potential reductions due to mitigation of any excise taxes under Section 4999 of the Code as may be set forth in any employment or other agreement between Participant and the Company, the RSUs will vest according to the vesting

schedule in the Grant Notice and Exhibit B attached hereto except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated.”

5.The additional provisions attached as Exhibit A to this Amendment are attached to the Existing Agreement as new Exhibit B.

6.This Amendment shall be and is hereby incorporated in and forms a part of the Existing Agreement.

7.All other terms and provisions of the Existing Agreement shall remain unchanged except as specifically modified herein.

CUSTOM TRUCK ONE SOURCE, INC.
By:
Name:
Title:

2

US-DOCS\159107186.3

Exhibit A

[see attached]

Exhibit B

Certain Additional Vesting Conditions

[OMITTED]

Document

Exhibit 10.8

CUSTOM TRUCK ONE SOURCE, INC.<br>AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

PERFORMANCE STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Performance Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2019 Omnibus Incentive Plan (as amended from time to time, the “Plan”) of Custom Truck One Source, Inc. (f/k/a Nesco Holdings, Inc., the “Company”).

The Company has granted to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “PSUs”), subject to the terms and conditions of the Plan and the Performance Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Number of PSUs:
Performance Years:	Fiscal years ending December 31, 2025, 2026, 2027 and 2028
Vesting Schedule:	Subject to the terms of the Agreement, the PSUs will vest as follows:<br><br>In the event the Administrator determines that the Company achieved an EBITDA Goal (as defined below) for any fiscal year ending December 31, 2025, 2026, 2027 or 2028 (each, a “Performance Year”, and collectively, the “Performance Period”), the PSUs will be eligible to vest on the last day of the year that immediately follows the Performance Year (the “Immediately Following Year”) for which such EBITDA Goal was achieved as follows: (i) if the Company achieves the EBITDA Goal at the target level, 25% of the total number of PSUs (the “Eligible PSUs”) will vest on the last day of the Immediately Following Year, subject to Section 2.2(a) of the Agreement; (ii) if the Company achieves the EBITDA Goal at the threshold level, 25% of the Eligible PSUs for such Performance Year will vest on the last day of the Immediately Following Year, subject to Section 2.2(a) of the Agreement; and (iii) if the Company achieves the EBITDA Goal that is between the target and threshold levels, the number of PSUs that will vest on the last day of the Immediately Following Year (subject to Section 2.2(a) of the Agreement) will be determined based on straight-line interpolation between such performance levels. Except as otherwise provided in Exhibit B attached hereto, in no event will any PSUs vest under this Grant Notice for a Performance Year if EBITDA performance is below the threshold level for such Performance Year.

US-DOCS\159360538.1

Vesting Schedule:

“EBITDA Goal” means those EBITDA goals established by the Board in its discretion not later than 90 days into the applicable Performance Year based on the annual operating plan budget for such Performance Year, which goals (including the target and threshold levels, which threshold level will be 95% of the applicable target level) shall be communicated to the Participant as soon as practicable thereafter and shall be subject to adjustment to reflect acquisitions and other non-recurring events in accordance with Section 4.3 of the Agreement.<br><br>For purposes of this Grant Notice, “EBITDA” means the Company’s earnings before interest, taxes, depreciation and amortization, as determined by the Committee in a manner consistent with the methodologies used for developing the Company’s annual operating plan budget and subject to adjustment in accordance with Section 4.3 of the Agreement.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Unless otherwise determined by the Administrator, if Participant has not accepted this Award (and the terms and conditions thereof) by signing below within 60 days following the Grant Date, this Award shall be forfeited and Participant shall have no rights in respect of the PSUs.

CUSTOM TRUCK ONE SOURCE, INC.	PARTICIPANT
By:
Name:
Title:

2

US-DOCS\159360538.1

Exhibit A

PERFORMANCE STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

Article I. GENERAL

1.1Award of PSUs and Dividend Equivalents.

(a)The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, upon the achievement of certain performance goals as set forth in the Grant Notice and this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.

(b)The Company hereby grants to Participant, with respect to each PSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable PSU is settled, forfeited or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid.

1.2Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, except as otherwise expressly provided in Section 2.1(b)(ii) and Exhibit B attached hereto.

1.3Unsecured Promise. The PSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

Article II. VESTING; FORFEITURE AND SETTLEMENT

2.1Vesting; Change in Control.

(a)Subject to Section 2.2 hereof and subject to any potential reductions due to mitigation of any excise taxes under Section 4999 of the Code as may be set forth in any employment or other agreement between Participant and the Company, the PSUs will vest according to the vesting schedule in the Grant Notice and Exhibit B attached hereto except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated.

(b)Notwithstanding the foregoing, if a Change in Control occurs after the Grant Date and during the Performance Period and the consideration payable per Share in such Change in Control (the “CIC Price”) equals or exceeds $12.50 per Share (the “Performance Target”), and provided that Participant has not incurred a Termination of Service prior to such Change in Control, then:

(i)if the consideration payable for Shares in the Change in Control is at least 80% cash, all unvested PSUs will become vested immediately prior to such Change in Control if the CIC Price equals or exceeds the Performance Target; and

(ii)if the consideration payable for Shares in the Change in Control is not at least 80% cash, the CIC Price shall be the public market closing price per Share on the day that is three (3) days before the date of the Change in Control (or the last preceding trading day, if such day is not a trading day), and all unvested PSUs will remain outstanding, convert to time-based vesting

and vest at the end of each Performance Year without regard to any Performance Target or EBITDA Goals if the CIC Price equals or exceeds the Performance Target (the “Converted PSUs”); provided that, notwithstanding Section 8.2 of the Plan, if any unvested Converted PSUs are not continued, converted, assumed or replaced by the Company or any successor or survivor entity or a parent or subsidiary thereof in such Change in Control, and Participant has not had a Termination of Service, then immediately prior to the Change in Control such unvested Converted PSUs shall become fully vested.

For the purposes of this Section 2.1(b), (i) the Converted PSUs will not be considered continued, converted, assumed or replaced unless, following the Change in Control, the Converted PSUs or awards into which they were converted have substantially the same economic value immediately following such continuation, conversion, assumption or replacement as the Converted PSUs had immediately prior to such continuation, conversion, assumption or replacement and (ii) for the avoidance of doubt, the Administrator will have the authority to determine whether the consideration payable for Shares in a Change in Control is at least 80% cash.

For the avoidance of doubt, (i) if the CIC Price is less than the Performance Target, all unvested PSUs will be forfeited for no consideration upon the Change in Control.

2.2Forfeiture; Termination of Service; Restrictive Covenants.

(a)In the event of (i) Participant’s Termination of Service for any reason or (ii) a breach by Participant of the restrictive covenants set forth in Section 2.3 hereof or any other customer or employee non-solicitation, non-competition, confidentiality or similar covenants with the Company by which Participant is bound, all unvested PSUs will immediately and automatically be cancelled and forfeited, in each case, except as otherwise (A) determined by the Administrator, (B) provided in Section 2.2(b) or Section 2.2(c) hereof or Exhibit B attached hereto or (C) provided in a binding written agreement between Participant and the Company. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the corresponding PSU.

(b)In the event Participant incurs a Termination of Service as a result of a termination by the Company or its Subsidiary without Cause or by Participant for Good Reason, in each case, subject to Participant’s execution of a release of claims in a form reasonably acceptable to the Company and such release of claims becoming effective and irrevocable within 60 days following Participant’s Termination of Service, Participant will, immediately prior to such Termination of Service, vest in any Eligible PSUs that are eligible to vest at the end of the Performance Year in which the Termination of Service occurs based on achievement of the EBITDA Goals for the prior Performance Year.

(c)In the event Participant incurs a Termination of Service as a result of a termination by the Company or its Subsidiary without Cause or by Participant for Good Reason, in each case, upon or within one (1) year following a Change in Control in which the consideration payable for Shares in such Change in Control is not all cash, all then unvested Converted PSUs (or other awards into which they were converted or with which they were replaced) will become vested immediately prior to such Termination of Service.

(d)For purposes herein, “Good Reason” shall mean the occurrence, without Participant’s written consent of any of the following circumstances: (i) a material reduction by the Company in Participant’s annual base salary, other than in connection with broad based salary reductions affecting substantially all similarly situated Company employees; (ii) a relocation of Participant’s primary work location by more than fifty (50) miles from the work location in effect immediately prior to such relocation, except for reasonable required travel on the Company’s business; or (iii) any breach by the Company of any material provision of this Agreement. Notwithstanding the foregoing, Participant’s termination of employment shall not be a termination of employment for Good Reason unless (x) such termination occurs within six (6) months of the initial existence of the condition giving rise to such

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termination, (y) Participant gives written notice to the Company of the condition giving rise to such termination within ninety (90) days of its initial existence, and (z) the Company does not cure the condition giving rise to such termination within the thirty (30) day period beginning on the date it receives notice from Participant of such condition. The foregoing definition shall not apply to the extent the term “Good Reason” is defined in any employment agreement between the Company and Participant (in which case such other Good Reason definition will instead apply).

2.3Restrictive Covenants. In consideration of the Company grant of the PSUs, Participant hereby makes the covenants and agreements described in this Section 2.3.

(a)Non-Interference. Participant hereby agrees that Participant shall not, at any time during the Restricted Period, directly or indirectly, for his or her own account or for the account of any other individual or entity, engage in Interfering Activities.

(b)Definitions. For purposes of this agreement:

(i)“Business Relation” shall mean any current or prospective client, customer, licensee, supplier, or other business relation of the Company Group, or any such relation that was a client, customer, licensee or other business relation within the prior twelve (12) month period, in each case, with whom Participant transacted business or whose identity became known to Participant in connection with Participant’s relationship with the Company Group, or employment by the Company.

(ii)“Company Group” means the Company and its Subsidiaries and affiliates.

(iii)“Confidential Information” means information that the Company Group has or will develop, acquire, create, compile, discover, or own, that has value in or to the business of the Company Group that is not generally known and that the Company Group wishes to maintain as confidential. Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company Group, or to the technical data, trade secrets, or know-how of the Company Group, including, but not limited to, research, product plans, product pricing, vendor pricing and terms or other information regarding the products or services and markets of the Company Group, customer lists, and customers (including, but not limited to, customers of the Company Group on whom Participant called or with whom Participant may become acquainted during the term of Participant’s employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances, and other business information disclosed by the Company Group either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other property of the Company Group. Notwithstanding the foregoing, Confidential Information shall not include (A) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved or (B) any information that Participant is required to disclose to, or by, any governmental or judicial authority.

(iv)“Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, the Company Group (collectively, “Company Personnel”) to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company Group; (B) hiring any individual who was employed by the Company Group within the six (6) month period prior to the date of such hiring; or (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company Group, or in any way interfering with the relationship between any such Business Relation and the Company Group. Notwithstanding the foregoing, a general solicitation or advertisement for job opportunities that Participant may publish without targeting any Company Personnel shall not be considered Interfering Activities.

(v)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

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(vi)“Restricted Period” shall mean the period commencing on the Grant Date and ending on the twelve (12) month anniversary of the date of Participation’s Termination of Service.

(a)Reasonableness of Restrictions. Participant hereby acknowledges and recognizes the highly competitive nature of the Company’s business, that access to Confidential Information renders the Participant special and unique within the Company’s and Company’s industry, and that Participant has the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of Participant’s employment with the Company. In light of the foregoing, Participant hereby recognizes and acknowledges that the restrictions and limitations set forth in this Agreement are reasonable and valid and are essential to protect the value of the business and assets of the Company Group. Participant hereby further acknowledges that the restrictions and limitations set forth in this agreement will not materially interfere with Participant’s ability to earn a living following the termination of its employment with the Company and that Participant’s ability to earn a livelihood without violating such restrictions is a material condition to the Company grant of the PSUs.

2.4Settlement.

(a)PSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date or, if earlier, by March 15 of the year following the year of such vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(b)If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the latest practicable date preceding the payment date, as determined by the Company. If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the latest practicable date preceding the payment date, as determined by the Company.

2.5Rights as Stockholder. The holder of the PSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the PSUs and any Shares underlying the PSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Article VIII of the Plan.

Article III. TAXATION AND TAX WITHHOLDING

3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

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3.2Tax Withholding.

(a)The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the PSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Award.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the PSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

Article IV. OTHER PROVISIONS

4.1Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the PSUs.

4.2PSUs Not Transferable. The PSUs shall be subject to the restrictions on transferability set forth in Section 9.1 of the Plan.

4.3Adjustments. Participant acknowledges that the PSUs, the Shares subject to the PSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. In addition, in the event that, after the Grant Date, the Administrator determines that any acquisition or disposition of any business unit by the Company, any dividend or other distribution (whether in the form of cash, common stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of rights to purchase Common Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company or the financial statements of the Company, or changes in Applicable Laws, or changes in generally accepted accounting principles applicable to, or the accounting policies used by, the Company occur, such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the PSUs, then the Administrator may in good faith and in such manner as it may deem equitable, adjust the Performance Target or EBITDA Goals to reflect the projected effect of such transaction(s) or event(s).

4.4Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section 4.4, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

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4.5Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.6Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

4.7Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.8Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.9Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the PSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.10Entire Agreement. Except as expressly provided herein, the Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.11Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.12Section 409A. The PSUs are intended to comply with or be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). Notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the PSUs (or any portion thereof) may be subject to or may fail to comply with the requirements of Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the PSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

4.13Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the PSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

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4.14Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.15Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

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Exhibit B

Certain Acceleration Conditions

[OMITTED]

Document

Exhibit 10.9

CUSTOM TRUCK ONE SOURCE, INC.<br>AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

PERFORMANCE STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Performance Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2019 Omnibus Incentive Plan (as amended from time to time, the “Plan”) of Custom Truck One Source, Inc. (f/k/a Nesco Holdings, Inc., the “Company”).

The Company has granted to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “PSUs”), subject to the terms and conditions of the Plan and the Performance Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Number of PSUs:
Performance Years:	Fiscal years ending December 31, 2025, 2026 and 2027
Vesting Schedule:	Subject to the terms of the Agreement, fifty percent (50%) of the PSUs will vest upon the achievement of one of the performance goals as set forth on Exhibit B and fifty percent (50%) of the PSUs will vest upon the achievement of another performance goal as set forth on Exhibit B, subject in each case to the Participant not experiencing a Termination of Service prior to achievement of the applicable performance goal, except as otherwise set forth in the Agreement.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Unless otherwise determined by the Administrator, if Participant has not accepted this Award (and the terms and conditions thereof) by signing below within 60 days following the Grant Date, this Award shall be forfeited and Participant shall have no rights in respect of the PSUs.

CUSTOM TRUCK ONE SOURCE, INC.	PARTICIPANT
By:
Name:
Title:

Exhibit A

PERFORMANCE STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

Article I. GENERAL

1.1Award of PSUs and Dividend Equivalents.

(a)The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, upon the achievement of certain performance goals as set forth in the Grant Notice and this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.

(b)The Company hereby grants to Participant, with respect to each PSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable PSU is settled, forfeited or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid.

1.2Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, except as otherwise expressly provided in Exhibit B attached hereto.

1.3Unsecured Promise. The PSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

Article II. VESTING; FORFEITURE AND SETTLEMENT

2.1Vesting. Subject to Section 2.2 hereof and subject to any potential reductions due to mitigation of any excise taxes under Section 4999 of the Code as may be set forth in any employment or other agreement between Participant and the Company, the PSUs will vest according to the vesting schedule in the Grant Notice and Exhibit B attached hereto except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated.

2.2Forfeiture; Termination of Service; Restrictive Covenants.

(a)In the event of (i) Participant’s Termination of Service for any reason or (ii) a breach by Participant of the restrictive covenants set forth in Section 2.3 hereof or any other customer or employee non-solicitation, non-competition, confidentiality or similar covenants with the Company by which Participant is bound, all unvested PSUs will immediately and automatically be cancelled and forfeited, in each case, except as otherwise (A) determined by the Administrator, (B) provided in Section 2.2(b) hereof or (C) provided in a binding written agreement between Participant and the Company. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the corresponding PSU.

(b)In the event Participant incurs a Termination of Service as a result of a termination by the Company or its Subsidiary without Cause or as otherwise set forth on Exhibit B attached hereto, subject in the event of a termination by the Company or its Subsidiary without Cause to Participant’s execution of a release of claims in a form reasonably acceptable to the Company and such

release of claims becoming effective and irrevocable within 60 days following Participant’s Termination of Service, Participant will be entitled to retain any unvested and outstanding PSUs, which will vest according to the vesting schedule set forth in the Grant Notice and Exhibit B attached hereto and subject to the terms and conditions set forth in this Agreement and the Plan.

2.3Restrictive Covenants. In consideration of the Company grant of the PSUs, Participant hereby makes the covenants and agreements described in this Section 2.3.

(a)Non-Interference. Participant hereby agrees that Participant shall not, at any time during the Restricted Period, directly or indirectly, for his or her own account or for the account of any other individual or entity, engage in Interfering Activities.

(b)Definitions. For purposes of this agreement:

(i)“Business Relation” shall mean any current or prospective client, customer, licensee, supplier, or other business relation of the Company Group, or any such relation that was a client, customer, licensee or other business relation within the prior twelve (12) month period, in each case, with whom Participant transacted business or whose identity became known to Participant in connection with Participant’s relationship with the Company Group, or employment by the Company.

(ii)“Company Group” means the Company and its Subsidiaries and affiliates.

(iii)“Confidential Information” means information that the Company Group has or will develop, acquire, create, compile, discover, or own, that has value in or to the business of the Company Group that is not generally known and that the Company Group wishes to maintain as confidential. Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company Group, or to the technical data, trade secrets, or know-how of the Company Group, including, but not limited to, research, product plans, product pricing, vendor pricing and terms or other information regarding the products or services and markets of the Company Group, customer lists, and customers (including, but not limited to, customers of the Company Group on whom Participant called or with whom Participant may become acquainted during the term of Participant’s employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances, and other business information disclosed by the Company Group either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other property of the Company Group. Notwithstanding the foregoing, Confidential Information shall not include (A) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved or (B) any information that Participant is required to disclose to, or by, any governmental or judicial authority.

(iv)“Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, the Company Group (collectively, “Company Personnel”) to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company Group; (B) hiring any individual who was employed by the Company Group within the six (6) month period prior to the date of such hiring; or (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company Group, or in any way interfering with the relationship between any such Business Relation and the Company Group. Notwithstanding the foregoing, a general solicitation or advertisement for job opportunities that Participant may publish without targeting any Company Personnel shall not be considered Interfering Activities.

(v)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

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(vi)“Restricted Period” shall mean the period commencing on the Grant Date and ending on the twelve (12) month anniversary of the date of Participation’s Termination of Service.

(a)Reasonableness of Restrictions. Participant hereby acknowledges and recognizes the highly competitive nature of the Company’s business, that access to Confidential Information renders the Participant special and unique within the Company’s and Company’s industry, and that Participant has the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of Participant’s employment with the Company. In light of the foregoing, Participant hereby recognizes and acknowledges that the restrictions and limitations set forth in this Agreement are reasonable and valid and are essential to protect the value of the business and assets of the Company Group. Participant hereby further acknowledges that the restrictions and limitations set forth in this agreement will not materially interfere with Participant’s ability to earn a living following the termination of its employment with the Company and that Participant’s ability to earn a livelihood without violating such restrictions is a material condition to the Company grant of the PSUs.

2.4Settlement.

(a)PSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date or, if earlier, by March 15 of the year following the year of such vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(b)If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the latest practicable date preceding the payment date, as determined by the Company. If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the latest practicable date preceding the payment date, as determined by the Company.

2.5Rights as Stockholder. The holder of the PSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the PSUs and any Shares underlying the PSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Article VIII of the Plan.

Article III. TAXATION AND TAX WITHHOLDING

3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

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3.2Tax Withholding.

(a)The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the PSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Award.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the PSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

Article IV. OTHER PROVISIONS

4.1Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the PSUs.

4.2PSUs Not Transferable. The PSUs shall be subject to the restrictions on transferability set forth in Section 9.1 of the Plan.

4.3Adjustments. Participant acknowledges that the PSUs, the Shares subject to the PSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. In addition, in the event that, after the Grant Date, the Administrator determines that any acquisition or disposition of any business unit by the Company, any dividend or other distribution (whether in the form of cash, common stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of rights to purchase Common Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company or the financial statements of the Company, or changes in Applicable Laws, or changes in generally accepted accounting principles applicable to, or the accounting policies used by, the Company occur, such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the PSUs, then the Administrator may in good faith and in such manner as it may deem equitable, adjust the performance goals to reflect the projected effect of such transaction(s) or event(s).

4.4Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section 4.4, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

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4.5Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.6Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

4.7Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.8Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.9Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the PSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.10Entire Agreement. Except as expressly provided herein, the Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.11Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.12Section 409A. The PSUs are intended to comply with or be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). Notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the PSUs (or any portion thereof) may be subject to or may fail to comply with the requirements of Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the PSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

4.13Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the PSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

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4.14Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.15Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

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Exhibit B

Vesting Conditions

[OMITTED]

Document

Exhibit 10.10

CUSTOM TRUCK ONE SOURCE, INC. AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

AMENDMENT NO. 1 TO PERFORMANCE STOCK UNIT GRANT NOTICE AND PERFORMANCE STOCK UNIT AGREEMENT

WHEREAS, capitalized terms not specifically defined in this Amendment No. 1 to Performance Stock Unit Grant Notice and Performance Stock Unit Agreement (the “Amendment”) have the meanings given to them in the Amended and Restated 2019 Omnibus Incentive Plan (as amended from time to time, the “Plan”) of Custom Truck One Source, Inc. (f/k/a Nesco Holdings, Inc., the “Company”) and the Existing Agreement;

WHEREAS, Participant listed below (“Participant”) was previously granted ______ Restricted Stock Units (the “PSUs”) pursuant to a Performance Stock Unit Grant Notice (the “Grant Notice”) and Performance Stock Unit Agreement (the “Agreement”) dated ______ (together, the “Existing Agreement”);

WHEREAS Section 9.6 of the Plan permits the Administrator to amend any Award without the consent of a Participant if the change does not materially and adversely affect such Participant’s rights under the Award;

WHEREAS, on April 28, 2025 (the “Amendment Date”), the Administrator approved an amendment to certain terms of the PSUs and the Existing Agreement as set forth in this Amendment including Exhibit A attached hereto; and

WHEREAS, the Administrator determined that Amendment does not materially and adversely affect the Participant’s rights under the Award.

NOW, THEREFORE, as of the Amendment Date, the Existing Agreement is amended as follows:

1.The final sentence of paragraph (2) in the “Vesting Schedule” section of the Grant Notice is hereby deleted and replaced with the following:

“Except as otherwise provided in Exhibit B attached hereto, in no event will any Eligible Tranche 2 PSUs vest under this Grant Notice for a Performance Year if EBITDA performance is below the threshold level for such Performance Year.”

2.Section 1.2 of the Agreement is hereby deleted and replaced with the following:

“Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, except as otherwise expressly provided in Section 2.1(b)(ii) and Exhibit B attached hereto.”

3.Section 2.1(a) of the Agreement is hereby deleted and replaced with the following:

“Subject to Section 2.2 hereof and subject to any potential reductions due to mitigation of any excise taxes under Section 4999 of the Code as may be set forth in any employment or other agreement between Participant and the Company, the PSUs will vest according to the vesting schedule in the Grant Notice and Exhibit B attached hereto except that any fraction of a PSU that

would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated.”

4.The additional provisions attached as Exhibit A to this Amendment are attached to the Existing Agreement as new Exhibit B.

5.This Amendment shall be and is hereby incorporated in and forms a part of the Existing Agreement.

6.All other terms and provisions of the Existing Agreement shall remain unchanged except as specifically modified herein.

CUSTOM TRUCK ONE SOURCE, INC.
By:
Name:
Title:

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Exhibit A

[see attached]

Exhibit B

Certain Acceleration Conditions

[OMITTED]

Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ryan McMonagle, certify that:

| 1 | I have reviewed this Quarterly Report on Form 10-Q of Custom Truck One Source, Inc. for the quarterly period ended June 30, 2025; | | --- | --- || 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | | --- | --- || 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | | --- | --- || 4 | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | | --- | --- || a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | | --- | --- || b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | | --- | --- || c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | | --- | --- || d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | | --- | --- || 5 | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | | --- | --- || a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | | --- | --- || b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | | --- | --- || Date: | July 30, 2025 | /s/ Ryan McMonagle | | --- | --- | --- | | | | Ryan McMonagle | | | | Chief Executive Officer |

Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher J. Eperjesy, certify that:

| 1 | I have reviewed this Quarterly Report on Form 10-Q of Custom Truck One Source, Inc. for the quarterly period ended June 30, 2025; | | --- | --- || 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | | --- | --- || 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | | --- | --- || 4 | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | | --- | --- || a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | | --- | --- || b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | | --- | --- || c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | | --- | --- || d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | | --- | --- || 5 | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | | --- | --- || a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | | --- | --- || b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | | --- | --- || Date: | July 30, 2025 | /s/ Christopher J. Eperjesy | | --- | --- | --- | | | | Christopher J. Eperjesy | | | | Chief Financial Officer |

Document

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Custom Truck One Source, Inc. (the “Company”) for the quarterly period ended June 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 30, 2025	/s/ Ryan McMonagle
	Ryan McMonagle
	Chief Executive Officer
July 30, 2025	/s/ Christopher J. Eperjesy
	Christopher J. Eperjesy
	Chief Financial Officer