STOCK TITAN

Custom Truck One Source posts $2.3M Q3 2026 profit

Rental activity lifted revenue, while a vendor recall and hail damage affected more than $20 million in third-party unit sales volume.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

Custom Truck One Source, Inc. (CTOS) reported third-quarter revenue of $495.2 million, up 2.7% from a year earlier, and net income of $2.3 million versus a $5.8 million loss. For the first nine months, revenue increased 7.4% to $1.520 billion, and net income was $8.6 million compared with a $51.9 million loss.

Third-quarter rental revenue rose 20.1%; average OEC on rent increased 10.5%, and OEC on rent yield increased 3.1%. Equipment sales fell 3.4%. More than $20 million in third-party unit sales volume was affected by a vendor recall and hail damage, with deliveries delayed to the fourth quarter.

Nine-month operating cash flow was $231.7 million, compared with $262.8 million a year earlier. As of September 30, 2026, cash was $14.6 million, ABL borrowing availability was $234.3 million, and total debt outstanding was $1.666 billion. CTOS said its liquidity sources and operating cash flows were sufficient for operating, debt-service and capital needs over the next 12 months and beyond.

3 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 2 points

How the balance works

Positive

  • Moderate pointNine-month revenue increased 7.4% to $1.520 billion.
  • Moderate pointNine-month operating income rose 59.2% to $116.2 million.
  • Moderate pointNine-month net income was $8.6 million, versus a $51.9 million loss.

Negative

  • Moderate pointNine-month operating cash flow was $231.7 million, versus $262.8 million.
  • Moderate pointSTEM external-customer revenue declined 5.3% to $283.2 million in Q3.

Filing Explained

The PNC line matures in August 2027; separately, a $19 million loan was renewed through 2031 at a higher 5.85% rate.

The PNC inventory facility was renewed for one year on August 25, 2026 and matures on August 25, 2027; at September 30, $371,234 thousand was outstanding against its $475.0 million revolving limit, with inventory as collateral and payables due when each financed unit is sold, transferred, or reclassified.

Separately, effective April 15, 2026, the company renewed its SBKC loan for five years through April 15, 2031; the $19.0 million outstanding loan’s stated rate rose from 3.125% to 5.85%.

Third-quarter total revenue $495.2 million Three months ended September 30, 2026; up 2.7% from 2025
Third-quarter net income $2.3 million Three months ended September 30, 2026; compared with a $5.8 million net loss in 2025
Nine-month total revenue $1.520 billion Nine months ended September 30, 2026; up 7.4% from 2025
Nine-month net income $8.6 million Nine months ended September 30, 2026; compared with a $51.9 million net loss in 2025
Nine-month operating income $116.2 million Nine months ended September 30, 2026; up 59.2% from 2025
Nine-month operating cash flow $231.7 million Nine months ended September 30, 2026, compared with $262.8 million in 2025
Sales order backlog $341.9 million As of September 30, 2026; up 22.2% from September 30, 2025
ABL borrowing availability $234.3 million As of September 30, 2026
OEC on rent yield financial
"OEC on rent yield is a measure of return realized by our rental fleet"
Fleet utilization financial
"Fleet utilization is defined as the total number of days the rental equipment was rented"
Fleet utilization measures how much of a company’s vehicles, ships, or aircraft are actively working and earning revenue compared with the total available capacity over a given time. It matters to investors because higher utilization usually means the company is turning expensive assets into income efficiently—like a taxi that’s on fares more often rather than sitting idle—while low utilization can signal wasted capital, higher unit costs, and weaker profit potential.
Sales order backlog financial
"Sales order backlog consists of purchase orders received for customized and stock equipment"
Sales order backlog is the total value of confirmed customer orders a company has received but not yet fulfilled or shipped, like a queue of tasks waiting to be completed. It matters to investors because a growing backlog signals future revenue and demand, while a shrinking or aging backlog can indicate weakening sales or delivery delays; however, it can also mask risks such as cancellations, pricing pressure, or production bottlenecks.
Floor plan payables financial
"Floor plan payables represent financing arrangements to facilitate the Company's purchase"
Adjusted EBITDA financial
"Segment Adjusted EBITDA is defined as segment operating income or loss before depreciation"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did CTOS report in Q3 2026?

CTOS reported total revenue of $495.2 million for the three months ended September 30, 2026, compared with $482.1 million in the prior-year quarter. Rental revenue was $152.7 million, while equipment sales were $309.6 million.

Did CTOS make a profit in Q3 2026?

CTOS recorded net income of $2.3 million for the three months ended September 30, 2026, compared with a $5.8 million net loss in the same quarter of 2025. Basic and diluted earnings per share were both $0.01, versus losses of $0.03 per share.

What was CTOS's sales order backlog?

Sales order backlog was $341.9 million as of September 30, 2026, up 22.2% from $279.8 million as of September 30, 2025. The company defines backlog as purchase orders for customized and stock equipment and says it should not be considered an accurate measure of future net sales.

How much borrowing availability did CTOS have under its ABL Facility?

Borrowing availability under CTOS's ABL Facility was $234.3 million as of September 30, 2026. The company also reported $288.0 million of suppressed availability that it could potentially utilize by upsizing its existing facility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 September 30, 2026
☐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)
_______________________________
Delaware84-2531628
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareCTOSNew 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 fileroAccelerated filer☒
Non-accelerated fileroSmaller 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 October 22, 2026 was 227,173,348.



Custom Truck One Source, Inc. and Subsidiaries
TABLE OF CONTENTS
PART IFINANCIAL INFORMATIONPage Number
Item 1.Financial Statements
3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2026 and 2025
4
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025
5
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025
6
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2026 and 2025
7
Notes to Unaudited Condensed Consolidated Financial Statements
8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.Quantitative and Qualitative Disclosures About Market Risk
34
Item 4.Controls and Procedures
35
PART IIOTHER INFORMATION
Item 1.Legal Proceedings
36
Item 1A.Risk Factors
36
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
37
Item 3.Defaults Upon Senior Securities
37
Item 4.Mine Safety Disclosures
37
Item 5.Other Information
37
Item 6.Exhibits
38
SIGNATURES
39




PART I - FINANCIAL INFORMATION
Item 1.    Financial Statements
3


Custom Truck One Source, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in $000s, except per share data)2026202520262025
Revenue
Rental revenue$152,696 $127,142 $434,971 $364,217 
Equipment sales309,597 320,583 985,790 950,558 
Parts sales and services32,931 34,333 99,531 100,998 
Total revenue495,224 482,058 1,520,292 1,415,773 
Cost of Revenue
Cost of rental revenue32,553 30,434 98,465 91,172 
Depreciation of rental equipment56,918 54,775 170,042 158,873 
Cost of equipment sales263,877 268,377 827,722 793,526 
Cost of parts sales and services28,596 27,719 83,746 83,371 
Total cost of revenue381,944 381,305 1,179,975 1,126,942 
Gross Profit113,280 100,753 340,317 288,831 
Operating Expenses
Selling, general and administrative expenses56,385 54,863 175,285 173,479 
Amortization6,679 6,683 20,048 20,274 
Non-rental depreciation3,666 3,332 10,460 9,904 
Transaction expenses and other8,471 3,246 18,361 12,209 
Total operating expenses75,201 68,124 224,154 215,866 
Operating Income 38,079 32,629 116,163 72,965 
Other Expense
Interest expense, net37,066 40,247 110,293 119,364 
Financing and other expense (income)(394)(874)(708)(3,261)
Total other expense36,672 39,373 109,585 116,103 
Income (Loss) Before Income Taxes1,407 (6,744)6,578 (43,138)
Income Tax Expense (Benefit)(898)(988)(2,024)8,789 
Net Income (Loss)$2,305 $(5,756)$8,602 $(51,927)
Other Comprehensive Income (Loss):
Unrealized foreign currency translation adjustments$(63)$(1,769)$(2,159)$3,069 
Other Comprehensive Income (Loss)(63)(1,769)(2,159)3,069 
Comprehensive Income (Loss)$2,242 $(7,525)$6,443 $(48,858)
Net Income (Loss) Per Share:
Basic$0.01 $(0.03)$0.04 $(0.23)
Diluted$0.01 $(0.03)$0.04 $(0.23)
Weighted-Average Common Shares Outstanding:
Basic227,281 226,560 227,116 227,098 
Diluted229,887 226,560 229,232 227,098 
See accompanying notes to unaudited condensed consolidated financial statements.
4


Custom Truck One Source, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(in $000s, except share data)September 30, 2026December 31, 2025
Assets
Current Assets
Cash and cash equivalents$14,564 $6,273 
Accounts receivable, net 204,900 195,541 
Financing receivables, net7,581 8,853 
Inventory1,015,714 930,939 
Prepaid expenses and other14,923 17,009 
Total current assets1,257,682 1,158,615 
Property and equipment, net162,512 142,526 
Rental equipment, net1,141,509 1,086,678 
Goodwill704,885 705,167 
Intangible assets, net205,497 225,725 
Operating lease assets114,370 110,921 
Other assets9,890 11,822 
Total Assets$3,596,345 $3,441,454 
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable$123,341 $88,366 
Accrued expenses88,301 69,228 
Deferred revenue and customer deposits27,822 23,500 
Floor plan payables - trade359,320 291,215 
Floor plan payables - non-trade371,234 366,208 
Operating lease liabilities - current9,345 8,955 
Current maturities of long-term debt1,235 25,858 
Total current liabilities980,598 873,330 
Long-term debt, net1,652,562 1,619,352 
Operating lease liabilities - noncurrent110,253 105,909 
Deferred income taxes31,411 33,760 
Total long-term liabilities1,794,226 1,759,021 
Stockholders' Equity
Common stock — $0.0001 par value, 500,000,000 shares authorized; 254,563,155 and 253,312,368 shares issued; and 227,173,348 and 226,625,924 shares outstanding, at September 30, 2026 and December 31, 2025, respectively
25 25 
Treasury stock, at cost — 27,389,807 and 26,686,444 shares at September 30, 2026 and December 31, 2025, respectively
(124,971)(122,602)
Additional paid-in capital1,568,218 1,559,874 
Accumulated other comprehensive loss(12,773)(10,614)
Accumulated deficit(608,978)(617,580)
Total stockholders' equity821,521 809,103 
Total Liabilities and Stockholders' Equity$3,596,345 $3,441,454 
See accompanying notes to unaudited condensed consolidated financial statements.
5


Custom Truck One Source, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended September 30,
(in $000s)20262025
Operating Activities
Net income (loss)$8,602 $(51,927)
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization206,105 195,010 
Amortization of debt issuance costs3,304 3,289 
Provision for losses on accounts receivable2,937 7,429 
Share-based compensation7,879 6,259 
Gain on sales and disposals of rental equipment(36,996)(32,177)
Deferred tax expense (benefit)(2,137)6,974 
Changes in assets and liabilities:
Accounts and financing receivables(3,951)28,929 
Inventories(83,378)15,753 
Prepaids, operating leases and other3,239 5,610 
Accounts payable34,513 17,582 
Accrued expenses and other liabilities19,071 22,205 
Floor plan payables - trade, net68,105 36,675 
Customer deposits and deferred revenue4,367 1,193 
Net cash flow from operating activities231,660 262,804 
Investing Activities
Purchases of rental equipment(352,578)(348,923)
Proceeds from sales and disposals of rental equipment153,819 138,749 
Purchase of non-rental property and cloud computing arrangements(34,155)(23,612)
Net cash flow for investing activities(232,914)(233,786)
Financing Activities
Borrowings under revolving credit facilities205,414 260,581 
Repayments under revolving credit facilities(193,393)(135,000)
Principal payments on long-term debt(6,739)(6,836)
Acquisition of inventory through floor plan payables - non-trade389,183 363,907 
Repayment of floor plan payables - non-trade(384,156)(468,321)
Repurchase of common stock— (32,575)
Share-based payments(1,903)(1,453)
Net cash flow from (for) financing activities8,406 (19,697)
Effect of exchange rate changes on cash and cash equivalents1,139 (68)
Net Change in Cash and Cash Equivalents8,291 9,253 
Cash and Cash Equivalents at Beginning of Period6,273 3,805 
Cash and Cash Equivalents at End of Period$14,564 $13,058 


Custom Truck One Source, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited) — Continued
Nine Months Ended September 30,
(in $000s)20262025
Supplemental Cash Flow Information
Interest paid$96,508 $104,109 
Income taxes paid, net359 697 
Non-Cash Investing and Financing Activities
Property and equipment purchases in accounts payable1,520 1,508 
Rental equipment sales in accounts receivable1,415 1,355 
See accompanying notes to unaudited condensed consolidated financial statements.
6


Custom Truck One Source, Inc.
Condensed Consolidated Statements of Stockholders' Equity (unaudited)
Common StockTreasury StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders' Equity
Shares
(in $000s, except share data)CommonTreasury
Balance, December 31, 2025253,312,368 (26,686,444)$25 $(122,602)$1,559,874 $(10,614)$(617,580)$809,103 
Net income (loss)— — — — — — (4,102)(4,102)
Other comprehensive income (loss)— — — — — (939)— (939)
Share-based payments155,782 — — — 1,179 — — 1,179 
Balance, March 31, 2026253,468,150 (26,686,444)25 (122,602)1,561,053 (11,553)(621,682)805,241 
Net income (loss)— — — — — — 10,399 10,399 
Other comprehensive income (loss)— — — — — (1,157)— (1,157)
Share-based payments1,081,672 (357,843)— (2,369)3,843 — — 1,474 
Balance, June 30, 2026254,549,822 (27,044,287)25 (124,971)1,564,896 (12,710)(611,283)815,957 
Net income (loss)— — — — — — 2,305 2,305 
Other comprehensive income (loss)— — — — — (63)— (63)
Earnout share forfeitures— (345,520)— — — — — — 
Share-based payments13,333 — — — 3,322 — — 3,322 
Balance, September 30, 2026254,563,155 (27,389,807)$25 $(124,971)$1,568,218 $(12,773)$(608,978)$821,521 
Common StockTreasury StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders' Equity
Shares
(in $000s, except share data)CommonTreasury
Balance, December 31, 2024251,908,970 (18,114,651)$25 $(88,229)$1,550,785 $(14,744)$(586,528)$861,309 
Net income (loss)— — — — — — (17,791)(17,791)
Other comprehensive income (loss)— — — — — 72 — 72 
Common stock repurchases— (8,143,635)— (32,575)— — — (32,575)
Share-based payments128,865 — — — 2,404 — — 2,404 
Balance, March 31, 2025252,037,835 (26,258,286)25 (120,804)1,553,189 (14,672)(604,319)813,419 
Net income (loss)— — — — — — (28,380)(28,380)
Other comprehensive income (loss)— — — — — 4,766 — 4,766 
Share-based payments1,208,195 (428,158)— (1,798)2,120 — — 322 
Balance, June 30, 2025253,246,030 (26,686,444)25 (122,602)1,555,309 (9,906)(632,699)790,127 
Net income (loss)— — — — — — (5,756)(5,756)
Other comprehensive income (loss)— — — — — (1,769)— (1,769)
Share-based payments— — — — 2,080 — — 2,080 
Balance, September 30, 2025253,246,030 (26,686,444)$25 $(122,602)$1,557,389 $(11,675)$(638,455)$784,682 
See accompanying notes to unaudited condensed consolidated financial statements.

7


 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.
After a recent evaluation of how we currently assess overall operational decision-making and report internal financial information, beginning January 1, 2026, we are reporting the financial results of our two operating segments, which will also be our two reportable segments: (1) Specialty Equipment Rentals (“SER”), which comprises our legacy Equipment Rental Solutions (“ERS”) segment (except for certain used sales to be accounted for by STEM, defined below), plus a portion of our legacy Aftermarket Parts and Services (“APS”) segment, and (2) Specialty Truck Equipment & Manufacturing (“STEM”), which comprises our legacy Truck and Equipment Sales (“TES”) segment, certain used sales that previously were accounted for by ERS, plus a portion of our legacy APS segment. Additionally, beginning January 1, 2026, our segment reporting reflects intersegment sales and a gross margin. This new structure better represents the financial profile and economics of our rental and sales & manufacturing businesses. Refer to Note 14: Segments, for additional segment information and a recast of prior period segment financial information.
Basis of Presentation
Our accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Our condensed consolidated financial statements include the accounts of all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in accordance with GAAP requires that these Unaudited Condensed Consolidated Financial Statements and most of the disclosures in these Notes be presented on a historical basis, as of or for the current interim period ended or comparable prior period.
The accompanying interim statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and the Condensed Consolidated Balance Sheet at December 31, 2025 has been derived from the audited consolidated financial statements of Custom Truck One Source, Inc. at that date. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments and disclosures necessary for a fair statement of these interim statements, have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year or for any other periods. These interim statements should be read in conjunction with the Custom Truck One Source, Inc. audited consolidated financial statements included in the Custom Truck One Source, Inc. Annual Report on Form 10-K for the year ended December 31, 2025.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Recently Issued Accounting Standards
In December 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2025-11 — Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and
8


content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently assessing the impact ASU 2025-11 may have on its condensed consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (“ASU 2025-06”), which amends the guidance for accounting for software costs to reflect current software development practices, including iterative and agile methodologies, by removing references to development stages. It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The amendments may be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently assessing the impact of ASU 2025-06 on its condensed consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of the requirements on its condensed consolidated financial statements and disclosures.
Note 2: Revenue
Revenue Disaggregation
Geographic Areas
The Company had total revenue in the following geographic areas:
Three Months Ended September 30,Nine Months Ended September 30,
(in $000s)2026202520262025
United States$482,011 $472,333 $1,490,238 $1,385,467 
Canada13,213 9,725 30,054 30,306 
Total Revenue$495,224 $482,058 $1,520,292 $1,415,773 
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 nine months ended September 30, 2026 and 2025 are presented in the table below.
9


Three Months Ended September 30,Three Months Ended September 30,
20262025
(in $000s)Topic 842Topic 606TotalTopic 842Topic 606Total
Rental:
Rental$144,599 $— $144,599 $120,203 $— $120,203 
Shipping and handling— 8,097 8,097 — 6,939 6,939 
Total rental revenue144,599 8,097 152,696 120,203 6,939 127,142 
Sales and services:
Equipment sales(1,142)310,739 309,597 383 320,200 320,583 
Parts and services2,266 30,665 32,931 1,619 32,714 34,333 
Total sales and services1,124 341,404 342,528 2,002 352,914 354,916 
Total revenue$145,723 $349,501 $495,224 $122,205 $359,853 $482,058 
Nine Months Ended September 30,Nine Months Ended September 30,
20262025
(in $000s)Topic 842Topic 606TotalTopic 842Topic 606Total
Rental:
Rental$412,450 $— $412,450 $345,127 $— $345,127 
Shipping and handling— 22,521 22,521 — 19,090 19,090 
Total rental revenue412,450 22,521 434,971 345,127 19,090 364,217 
Sales and services:
Equipment sales4,070 981,720 985,790 3,528 947,030 950,558 
Parts and services6,651 92,880 99,531 8,001 92,997 100,998 
Total sales and services10,721 1,074,600 1,085,321 11,529 1,040,027 1,051,556 
Total revenue$423,171 $1,097,121 $1,520,292 $356,656 $1,059,117 $1,415,773 
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 September 30, 2026 and December 31, 2025, the Company had net receivables related to sales contracts with customers of $94.6 million and $96.0 million, respectively. As of September 30, 2026 and December 31, 2025, the Company had net receivables related to rental contracts of $110.3 million and $99.5 million, respectively.
The Company manages credit risk associated with its accounts receivable at the customer level. Because the same customers generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below address how credit risk and the Company's allowance for credit losses impact the Company's total revenues.
The Company’s allowance for credit losses reflects its estimate of the amount of receivables that it will be unable to collect. The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, including specific accounts if deemed necessary, and on the Company’s historical collection experience. The Company's estimates reflect changing circumstances, including changes in the economy or in the particular circumstances of individual customers, and, as a result, the Company may be required to increase or decrease its allowance.
Accounts receivable, net consisted of the following:
(in $000s)September 30, 2026December 31, 2025
Accounts receivable$219,437 $213,472 
Less: allowance for credit losses(14,537)(17,931)
Accounts receivable, net$204,900 $195,541 
For the nine months ended September 30, 2026 and 2025, the Company wrote-off $6.3 million and $8.0 million, respectively, of receivables, net of recoveries.
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When customers are billed for rentals in advance of the rental period, the Company defers recognition of revenue. As of September 30, 2026 and December 31, 2025, the Company had approximately $4.7 million and $3.6 million, respectively, of deferred rental revenue. Of the $3.6 million deferred rental revenue as of December 31, 2025, $2.4 million was recorded as revenue during the nine months ended September 30, 2026. Additionally, the Company collects deposits from customers for orders placed for equipment and rentals. The Company had approximately $23.1 million and $19.9 million in deposits as of September 30, 2026 and December 31, 2025, respectively. All of the $19.9 million deposit liability balance as of December 31, 2025 was recorded as revenue during the nine months ended September 30, 2026 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
Income (loss) from rental agreements qualifying as sales-type leases was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in $000s)2026202520262025
Equipment sales$(1,142)$383 $4,070 $3,528 
Cost of equipment sales(1,400)118 1,417 2,906 
Gross profit$258 $265 $2,653 $622 
As these transactions remained under rental contracts, $1.4 million and $1.6 million for the three months ended September 30, 2026 and 2025, respectively, and $4.4 million and $5.3 million for the nine months ended September 30, 2026 and 2025, respectively, were billed under the contracts as rentals. Interest income from financing receivables was $0.4 million and $0.9 million for the three months ended September 30, 2026 and 2025, respectively and $0.7 million and $3.2 million for the nine months ended September 30, 2026 and 2025, respectively.
Note 4: Inventory
Whole goods inventory is comprised of chassis, attachments (i.e., boom cranes, aerial lifts, digger derricks, dump bodies, etc.) and the in-process costs incurred in the final assembly of those units. As part of the business model, the Company sells unassembled individual whole goods and whole goods with varying levels of customization direct to consumers or dealers. Whole goods inventory also includes new equipment purchased specifically for resale to customers. Inventory consisted of the following:
(in $000s)September 30, 2026December 31, 2025
Whole goods$888,957 $810,749 
Aftermarket parts and services inventory126,757 120,190 
Inventory$1,015,714 $930,939 
Note 5: Floor Plan Financing
Floor plan payables represent financing arrangements to facilitate the Company’s purchase of new and used trucks, cranes, and construction equipment inventory. All floor plan payables are collateralized by the inventory financed. These payables become due and payable upon the sale, transfer, or reclassification of each unit of inventory. Certain floor plan arrangements require the Company to satisfy various financial ratios consistent with those under the ABL Facility (as defined below). As of September 30, 2026, the Company was in compliance with these covenants.
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The amounts owed under floor plan payables are summarized as follows:
(in $000s)September 30, 2026December 31, 2025
Trade:
Daimler Truck Financial$202,753 $137,225 
PACCAR Financial Corp120,775 140,742 
Ford Motor Credit Company, LLC35,792 13,248 
Trade floor plan payables$359,320 $291,215 
Non-trade:
PNC Equipment Finance, LLC$371,234 $366,208 
Non-trade floor plan payables$371,234 $366,208 
Interest on outstanding floor plan payable balances is due and payable monthly. Floor plan interest expense was $10.8 million and $32.5 million for the three and nine months ended September 30, 2026, respectively, and $13.8 million and $40.8 million for the same periods in 2025.
Trade Floor Plan Financing:
Daimler Truck Financial
The Company is party to the Wholesale Financing Agreement with Daimler Truck Financial (the “Daimler Facility”), which bears interest at U.S. Prime Rate after an initial interest free period of up to 150 days. The total borrowing capacity under the Daimler Facility is $175.0 million, however, from time to time, Daimler extends credit to the Company in excess of this amount. The Daimler agreement is evergreen and is subject to termination by either party through written notice.
PACCAR
The Company has an Inventory Financing Agreement with PACCAR Financial Corp that provides the Company with a line of credit of $225.0 million as of September 30, 2026, to finance inventory purchases of new Peterbilt and/or Kenworth trucks, tractors, and chassis. Amounts borrowed against this line of credit incur interest at a rate of U.S. Prime Rate minus 0.71%. The PACCAR agreement extends automatically each April and is subject to termination by either party through written notice.
Ford Motor Credit Company, LLC
The Company is party to the Master Loan and Security Agreement with Ford Motor Credit Company, LLC (the “FMCC Facility”), which allows the Company to enter into individual loan supplements which bear interest based on the bank prime loan rate as reported by the Federal Reserve Board for the Friday preceding the last Monday of a given month. The total borrowing capacity under the FMCC Facility is $42.0 million. The FMCC agreement is evergreen and is subject to termination by either party through written notice.
References to the U.S. Prime Rate in the foregoing agreements represent the rate as published in The Wall Street Journal.
Non-Trade Floor Plan Financing:
PNC Equipment Finance, LLC
The Company has an Inventory Loan, Guaranty and Security Agreement (the “Loan Agreement”) with PNC Equipment Finance, LLC. On August 25, 2026, the Company renewed the Loan Agreement for an additional one year. The Loan Agreement, as of September 30, 2026, provides the Company with a $475.0 million revolving credit facility, which matures on August 25, 2027 and bears interest at a three-month term secured overnight financing rate (“SOFR”) plus 2.75%.
Note 6: Rental Equipment
Rental equipment, net consisted of the following:
(in $000s)September 30, 2026December 31, 2025
Rental equipment$1,797,111 $1,664,178 
Less: accumulated depreciation(655,602)(577,500)
Rental equipment, net$1,141,509 $1,086,678 
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Note 7: Long-Term Debt
Debt obligations and associated interest rates consisted of the following:
(in $000s, except interest rate data) September 30, 2026December 31, 2025September 30, 2026December 31, 2025
ABL Facility$709,996 $697,975 5.8%6.1%
2029 Secured Notes920,000 920,000 5.5%5.5%
2023 Credit Facility17,022 17,297 5.8%5.8%
Other notes payable19,025 25,487 
5.9%-7.0%
3.1%-7.0%
Total debt outstanding1,666,043 1,660,759 
Deferred financing fees(12,246)(15,549)
Total debt, net of deferred financing fees1,653,797 1,645,210 
Less: current maturities(1,235)(25,858)
Long-term debt$1,652,562 $1,619,352 
As of September 30, 2026, borrowing availability under the ABL Facility was $234.3 million, and outstanding standby letters of credit were $5.7 million.
ABL Facility
The Company and certain of its direct and indirect subsidiaries are party to an asset-based revolving credit agreement (the “ABL Credit Agreement”), consisting of a $950.0 million first lien senior secured asset-based revolving credit facility (the “ABL Facility”), which matures on August 9, 2029, or, if earlier, the date that is 91 days prior to the maturity date of the Company’s existing senior notes or any debt that refinances such existing notes. Borrowings under the ABL Facility bear interest at a floating rate, which, at the Company’s election, could be (a) in the case of U.S. dollar denominated loans, either (i) SOFR plus an applicable margin or (ii) the base rate plus an applicable margin; or (b) in the case of Canadian dollar denominated loans, the term Canadian Overnight Repo Rate Average (the “CORRA” rate) plus an applicable margin. The applicable margin varies based on Average Availability (as defined in the ABL Credit Agreement) from (a) with respect to base rate loans, 0.50% to 1.00% and (b) with respect to SOFR loans and CORRA rate loans, 1.50% to 2.00%.
Notes Payable
Effective April 15, 2026, the Company renewed its loan agreement with Security Bank of Kansas City (“SBKC”), under which it had notes payable of $19.0 million as of September 30, 2026. The renewal extended the term of the agreement by five years to April 15, 2031, and increased the interest rate from 3.125% to 5.85%.
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Note 8: Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of shares of common stock outstanding. Diluted earnings (loss) per share includes the effects of potentially dilutive shares of common stock, if dilutive. Potentially dilutive effects include contingently issuable shares and share-based compensation. Our potentially dilutive shares of 1.1 million for both the three and nine months ended September 30, 2026, and 4.3 million for the same periods in 2025, which included contingently issuable shares, were excluded from 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 diluted earnings (loss) per share:
Three Months Ended September 30, 2026Three Months Ended September 30, 2025
(in $000s, except per share data)Net Income (Loss)Weighted Average SharesPer Share AmountNet Income
(Loss)
Weighted Average SharesPer Share Amount
Basic earnings (loss) per share$2,305 227,281$0.01 $(5,756)226,560$(0.03)
Dilutive common share equivalents— 2,606— — —— 
Diluted earnings (loss) per share$2,305 229,887$0.01 $(5,756)226,560$(0.03)
Nine Months Ended September 30, 2026Nine Months Ended September 30, 2025
(in $000s, except per share data)Net Income (loss)Weighted Average SharesPer Share AmountNet Income
(Loss)
Weighted Average SharesPer Share Amount
Basic earnings (loss) per share$8,602 227,116 $0.04 $(51,927)227,098 $(0.23)
Dilutive common share equivalents— 2,116 — — —— 
Diluted earnings (loss) per share$8,602 229,232 $0.04 $(51,927)227,098 $(0.23)
Note 9: Equity
Preferred Stock
As of both September 30, 2026, and December 31, 2025, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share, with such designation, rights and preferences as may be determined from time to time by our board of directors. As of both September 30, 2026, and December 31, 2025, there were no shares of preferred stock issued or outstanding.
Common Stock
As of both September 30, 2026, and December 31, 2025, we were authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share.
On August 2, 2022, the Company’s Board of Directors authorized a stock repurchase program, allowing for the repurchase of up to $30 million of the Company’s shares of common stock, which authorization was further increased by $25 million of shares on September 14, 2023, and increased again by $25 million of shares on March 11, 2024, upon exhaustion of prior authorization. Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. At September 30, 2026, $1.9 million was available under the stock repurchase program.
Earnout Shares
Pursuant to the Stockholders’ Agreement dated July 31, 2019 (as amended and restated from time to time, the “Stockholders’ Agreement”), certain stockholders agreed to restrictions on approximately 0.3 million of their shares of the Company’s common stock (the “Maximum Target Earnout Shares”). The Maximum Target Earnout Shares were to be automatically forfeited by the holders thereof to the Company for no consideration unless the trading price of the common stock equals or exceeds $19.00 per share (the “Maximum Target”) for any period of 20 trading days out of 30 consecutive trading days to and including July 31, 2026. As of July 31, 2026, the Maximum Target was not met, and the Maximum Target Earnout Shares were forfeited.
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Note 10: Fair Value Measurements
The FASB accounting standards provide a comprehensive framework for measuring fair value and set forth a definition of fair value and establish a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.
The following table sets forth the carrying values (exclusive of deferred financing fees) and fair values of our financial liabilities:
Carrying ValueFair Value
(in $000s)Level 1Level 2Level 3
September 30, 2026
ABL Facility$709,996 $— $709,996 $— 
2029 Secured Notes920,000 — 892,400 — 
2023 Credit Facility17,022 — 17,022 — 
Other notes payable19,025 — 19,025 — 
December 31, 2025
ABL Facility$697,975 $— $697,975 $— 
2029 Secured Notes920,000 — 901,600 — 
2023 Credit Facility17,297 — 17,297 — 
Other notes payable25,487 — 25,487 — 
The carrying amounts of the ABL Facility, 2023 Credit Facility and other notes payable approximated fair value as of September 30, 2026, and December 31, 2025, based upon terms and conditions available to the Company at those dates in comparison to the terms and conditions of its outstanding debt. The estimated fair value of the 2029 Secured Notes is calculated using Level 2 inputs, based on bid prices obtained from brokers.
Note 11: Income Taxes
Interim Income Tax Expense (Benefit) – Our income tax expense or benefit reflects a combination of income taxes in foreign jurisdictions and certain U.S. states. We have federal and state net operating loss carryforwards (“NOLs”) and non-deductible interest expense carryforwards in the U.S. that may be applied to reduce taxable income in current and future tax years. Some of these carryforwards are subject to annual usage limitations and expiration, while other state NOLs and a portion of federal NOLs do not have limitations or expiration. We carry a valuation allowance against our U.S. carryforwards, which results in no net income tax expense in our earnings in periods when additional NOLs are generated or when existing NOLs are utilized. Certain states that we operate in have rules regarding the deductibility of items that diverge from U.S. federal deductibility rules and in addition, a number of these states have placed limitations on the usage of NOLs to offset taxable income apportioned to those states. Our overall effective tax rate is affected by a number of factors, including the relative amounts of income we earn in different tax jurisdictions, tax law changes, certain non-deductible expenses, the changes in our valuation allowance and divergence of state rules from federal rules. The factors result in an effective tax rate that differs from statutory rates.
For the nine months ended September 30, 2026, the Company recorded an income tax benefit of $2.0 million, compared to income tax expense of $8.8 million for the nine months ended September 30, 2025. The Company’s effective income tax rate was (30.8)% for the nine months ended September 30, 2026, compared to (20.4)% for the nine months ended September 30, 2025. The decrease in the effective tax rate was primarily attributable to reduced permanent tax adjustments and changes in the valuation allowance recorded against deferred tax assets. During the nine months ended September 30, 2026, the Company reduced its valuation allowance based on updated projections of future taxable income and the realization of certain deferred tax assets, which resulted in a discrete tax benefit.
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
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jurisdictions in which the Company operates do not allow insurance recoveries related to punitive damages. For matters pertaining to the pre-acquisition activities of Custom Truck One Source, L.P. (“Custom Truck LP”), the sellers of Custom Truck LP have agreed to indemnify the Company for losses arising out of the breach of pre-closing covenants in the purchase agreement and certain indemnified tax matters discussed below, with recourse limited to $10.0 million and $5.0 million escrow accounts, respectively.
From time to time, the Company is audited by state and local taxing authorities. These audits typically focus on the Company’s withholding of state-specific sales tax and rental-related taxes.
Custom Truck LP’s withholdings of federal excise taxes for each of the four quarterly periods during 2015 are currently under audit by the IRS. The IRS issued an assessment on October 28, 2020 in an aggregate amount of $2.4 million for the 2015 periods, alleging that certain types of sold equipment are not eligible for the Mobile Machinery Exemption set forth in the Internal Revenue Code (the “Code”). An appeal was filed on January 28, 2021. Based on management’s understanding of the facts and circumstances, including the relevant provisions of the Code, and historical precedent, including previous successful appeals of similar assessments in prior years, management does not believe the likelihood of a loss resulting from the IRS assessment to be probable at this time.
While it is not possible to predict the outcome of the foregoing matters with certainty, it is the opinion of management that the final outcome of these matters will not have a material effect on the Company’s consolidated financial condition, results of operations and cash flows.
Purchase Commitments
We enter into purchase agreements with manufacturers and suppliers of equipment for our rental fleet and inventory. All of these agreements are cancellable within a specified notification period to the supplier.
Note 13: Related Parties
The Company has transactions with related parties as summarized below.
Rentals and Sales — The Company rents and sells equipment and provides services to R&M Equipment Rental, a business partially owned by members of the Company’s management. The Company also rents equipment and purchases inventory from R&M Equipment Rental. The Company also rents and sells equipment to entities in which Platinum Equity, LLC (“Platinum”), a major shareholder of the Company, has an ownership interest.
Purchases of Inventory and Services. The Company purchases inventory and services from entities in which Platinum has an ownership interest. Expenses for the purchases of these services are recorded in selling, general, and administrative expenses.
Other — The Company has purchased products and aircraft charter services from entities owned by members of the Company’s management and their immediate families. Product purchases and charter services payments related to these transactions are immaterial. Expenses for products and air travel services are recorded in selling, general, and administrative expenses.
Management Fees — The Company is obligated under a Corporate Advisory Services Agreement with Platinum, under which management fees are payable to Platinum quarterly. The management fees are recorded in transaction expenses and other in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
A summary of the transactions with the foregoing related parties included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in $000s)2026202520262025
Total revenues from transactions with related parties$2,953 $1,408 $21,867 $7,479 
Expenses incurred from transactions with related parties included in cost of revenue$254 $6 $934 $47 
Expenses incurred from transactions with related parties included in operating expenses$350 $813 $1,226 $2,197 
Amounts receivable from/payable to related parties included in the Condensed Consolidated Balance Sheets are as follows:
(in $000s)September 30, 2026December 31, 2025
Accounts receivable from related parties$749 $6,473 
Accounts payable to related parties$121 $208 
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Note 14: Segments
Our operations are primarily organized and managed by operating segment. Beginning January 1, 2026, we revised our reportable segments to combine our legacy ERS segment (excluding certain used sales) with the rental-related aftermarket activities portion of our legacy APS segment to form SER and to combine our legacy TES segment (plus certain used sales previously accounted for by ERS) with the sales-related aftermarket activities portion of our legacy APS segment to form STEM. Prior period amounts have been recast to reflect the change to two reportable segments.
Under this new segment reporting, operating segment performance and resource allocations are based on Adjusted EBITDA. Segment Adjusted EBITDA is defined as segment operating income or loss before depreciation and amortization, further excluding the effects of purchase accounting adjustments and the impact of sales-type lease accounting for certain leases containing rental purchase options (or “RPOs”).
Adjusted EBITDA aids the Chief Operating Decision Maker (“CODM”) in managing the inventory levels and rental fleet, entering into significant revenue contracts, expanding into new markets or launching new products, making capital expenditures, designing and implementing key marketing strategies, making personnel changes, and approving operating budgets. Additionally, the new segment structure better represents the financial profile and economics of our rental and sales and manufacturing businesses. Significant expense categories that are regularly reviewed by the operating segments’ CODM are disclosed below. The CODM for both segments is the Company’s Chief Executive Officer. Transactions between our segments consist of new equipment produced by STEM that is sold to SER for inclusion in its fleet of rental equipment. Additionally, SER sells certain used equipment to STEM. Beginning January 1, 2026, transactions between segments are accounted for as if completed on an arm’s length basis using a cost-plus methodology. However, intersegment sales and purchases are eliminated in consolidation and do not affect consolidated results. The Company’s segment results are presented in the tables below:
Three Months Ended September 30,
20262025
(in $000s)SERSTEMSERSTEM
Revenue from external customers
Rental$152,696$—$127,142$—
Equipment sales39,446270,15134,565286,018
Parts sales and services19,89113,04021,18213,151
Total revenue from external customers212,033283,191182,889299,169
Intersegment sales8,121158,9673,864108,975
Rental AR provision(1)
668—2,426—
Sales-type lease adjustment(2)
2,528—667—
Total Segment Revenue223,350 442,158 189,846 408,144 
Segment Expenses:
Cost of rental revenue, excluding depreciation(3)
32,507—30,133—
Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation(4)
29,892232,76123,519240,732
Cost of parts and services, excluding depreciation(5)
17,39510,89418,0139,390
Cost of intersegment sales7,432133,7793,864108,975
Rental AR provision(1)
668—2,426—
Total cost of segment revenue87,894377,43477,955359,097
Selling, general and administrative expense13,60017,26912,42617,598
Floor plan interest expense—10,819—13,785
Total Segment Expenses101,494405,52290,381390,480
Segment Adjusted EBITDA$121,856$36,636$99,465$17,664

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Nine Months Ended September 30,
20262025
(in $000s)SERSTEMSERSTEM
Revenue from external customers
Rental$434,971$—$364,217$—
Equipment sales128,882856,908104,081846,477
Parts sales and services60,76238,76964,50036,498
Total revenue from external customers624,615895,677532,798882,975
Intersegment sales19,024347,57031,190301,363
Rental AR provision(1)
5,234—6,629—
Sales-type lease adjustment(2)
313—3,103—
Total Segment Revenue649,186 1,243,247 573,720 1,184,338 
Segment Expenses:
Cost of rental revenue, excluding depreciation(3)
97,797—90,265—
Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation(4)
89,248727,22167,404711,723
Cost of parts and services, excluding depreciation(5)
53,27729,53956,98325,468
Cost of intersegment sales17,270292,56031,190301,363
Rental AR provision(1)
5,234—6,629—
Total cost of segment revenue262,8261,049,320252,4711,038,554
Selling, general and administrative expense41,80854,89142,90050,114
Floor plan interest expense—32,477—40,846
Total Segment Expenses304,6341,136,688295,3711,129,514
Segment Adjusted EBITDA$344,552$106,559$278,349$54,824

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Adjusted EBITDA is the operating result whereby our segments are evaluated for performance and resource allocation. The following table presents a reconciliation of segment adjusted EBITDA to consolidated income (loss) before income taxes:
Three Months Ended September 30,
in 000s20262025
SERSTEMTotalSERSTEMTotal
Segment Adjusted EBITDA$121,856 $36,636 $158,492 99,465 17,664 $117,129 
Reconciling Items:
Intersegment margin(25,877)— 
Corporate and non-allocated selling, general and administrative expenses(6)
(21,673)(21,166)
Depreciation and amortization(69,068)(67,048)
Interest expense, net (non-floor plan)(26,247)(26,462)
Non-cash purchase accounting impact(4)
(1,747)(3,406)
Transaction and integration costs(8,471)(3,246)
Sales-type lease adjustment(2)(4)
(733)(465)
Share-based payments(3,269)(2,080)
Consolidated income (loss) before income taxes$1,407 $(6,744)
Nine Months Ended September 30,
in 000s20262025
SERSTEMTotalSERSTEMTotal
Segment Adjusted EBITDA$344,552 $106,559 $451,111 278,349 54,824 $333,173 
Reconciling Items:
Intersegment margin(56,764)— 
Corporate and non-allocated selling, general and administrative expenses(6)
(68,665)(70,356)
Depreciation and amortization(206,312)(195,985)
Interest expense, net (non-floor plan)(77,816)(78,518)
Non-cash purchase accounting impact(4)
(7,715)(11,502)
Transaction and integration costs(18,361)(12,209)
Sales-type lease adjustment(2)(4)
(1,021)(1,482)
Share-based payments(7,879)(6,259)
Consolidated income (loss) before income taxes$6,578 $(43,138)

(1) Specifically identifiable lease revenue receivables not deemed probable of collection are recorded as a reduction of rental revenue. This is classified as a segment expense for Segment Adjusted EBITDA reviewed by the CODM.
(2) Impact of sales-type lease accounting for certain leases containing RPOs: this impact is excluded from the measure of Adjusted EBITDA utilized by our CODM to allocate resources and to assess the performance of our segments as we believe continuing to reflect the transactions as an operating lease better reflects the economics of the transactions given our large portfolio of rental contracts.
(3) Cost of rental revenue, excluding depreciation: reflects repairs and maintenance costs of rental equipment, parts costs, labor and other overheads related to maintaining the rental fleet, and freight associated with the shipping of rental equipment.
(4) Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation: reflects production and inventory costs associated with new units sold, labor and other overheads related to production, and freight associated with the shipping and receiving of equipment. Cost of equipment sales also includes the net book value of rental units sold. These costs are net of (i) the impact of purchase accounting step-up in basis on equipment and inventory acquired ("non-cash purchase accounting impact") and (ii) the impact of sales-type lease accounting for certain leases containing RPOs, further excluding depreciation.
(5) Cost of parts and services sales, excluding depreciation: reflects inventory costs associated with parts costs and freight associated with the shipping and receiving of parts, further excluding depreciation.
(6) Certain costs are not allocated to the segments as they represent Corporate-level activities. These costs primarily include people-related costs, enterprise technology, insurance coverage, and professional services required to support the Company’s national scale, public-company requirements, and centralized corporate functions.
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Total assets by operating segment are not disclosed herein because assets by operating segment data are not reviewed by the CODM to assess performance and allocate resources.
The following table presents total assets by country:
(in $000s) September 30, 2026December 31, 2025
Assets:
United States$3,489,762 $3,344,032 
Canada106,583 97,422 
       Total Assets$3,596,345 $3,441,454 
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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; and
•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, 2025 and in Part II, Item 1A of this report, for additional risks.
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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. Beginning January 1, 2026, we manage the business in two reporting segments: Specialty Equipment Rentals (“SER”) and Specialty Truck Equipment & Manufacturing (“STEM”). Refer to Note 14: Segments, for additional information on our reporting segments.
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 one 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/pre-openings 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.
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.
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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
After a recent evaluation of how we currently assess overall operational decision-making and report internal financial information, beginning January 1, 2026, we are reporting the financial results of our two operating segments, which will also be our two reportable segments: (1) Specialty Equipment Rentals (“SER”), which comprises our legacy Equipment Rental Solutions (“ERS”) segment (except for certain used sales to be accounted for by STEM, defined below), plus a portion of our legacy Aftermarket Parts and Services (“APS”) segment, and (2) Specialty Truck Equipment & Manufacturing (“STEM”), which comprises our legacy Truck and Equipment Sales (“TES”) segment, certain used sales that previously were accounted for by ERS, plus a portion of our legacy APS segment. Additionally, beginning January 1, 2026, our segment reporting reflects intersegment sales and a gross margin, with adjusted EBITDA being the new reportable segments’ profit measure. This new structure better represents the financial profile and economics of our rental and sales & manufacturing businesses.
Specialty Equipment Rentals (“SER”) 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 September 30, 2026, this equipment (the “rental fleet”) is comprised of more than 10,850 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 and to our STEM segment. 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 SER segment consist of the rental and sale from the rental fleet of the foregoing specialty equipment, rentals of aftermarket parts and services related to the specialty equipment, and repair, maintenance and customization services related to that equipment.
Specialty Truck Equipment & Manufacturing (“STEM”) 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
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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, our SER segment 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 STEM 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, and the sales of aftermarket parts and services related to the specialty equipment, and repair, maintenance and customization services related to that equipment.
Results of Operations
Three and nine months ended September 30, 2026, compared to the same periods in 2025
Condensed Consolidated Results of Operations
Three Months Ended September 30,
(in $000s)September 30, 2026% of revenueSeptember 30, 2025% of revenue$ Change% changeJune 30, 2026% of revenue
Rental revenue$152,696 30.8%$127,142 26.4%$25,554 20.1%$145,060 25.7%
Equipment sales309,597 62.5%320,583 66.5%(10,986)(3.4)%383,559 68.1%
Parts sales and services32,931 6.6%34,333 7.1%(1,402)(4.1)%34,827 6.2%
Total revenue495,224 100.0%482,058 100.0%13,166 2.7%563,446 100.0%
Cost of revenue, excluding rental equipment depreciation325,026 65.6%326,53067.7%(1,504)(0.5)%382,545 67.9%
Depreciation of rental equipment56,918 11.5%54,775 11.4%2,143 3.9%56,927 10.1%
Gross profit113,280 22.9%100,753 20.9%12,527 12.4%123,974 22.0%
Operating expenses75,201 68,124 7,077 10.4%77,359 
Operating income 38,079 32,629 5,450 16.7%46,615 
Total other expense36,672 39,373 (2,701)(6.9)%37,639 
Income (loss) before income taxes1,407 (6,744)8,151 (120.9)%8,976 
Income tax expense (benefit)(898)(988)90 (9.1)%(1,423)
Net income (loss)$2,305 $(5,756)$8,061 (140.0)%$10,399 
Nine Months Ended September 30,
(in $000s)2026% of revenue2025% of revenue$ Change% change
Rental revenue$434,971 28.6%$364,217 25.7%$70,754 19.4%
Equipment sales985,790 64.8%950,558 67.1%35,232 3.7%
Parts sales and services99,531 6.5%100,998 7.1%(1,467)(1.5)%
Total revenue1,520,292 100.0%1,415,773 100.0%104,519 7.4%
Cost of revenue, excluding rental equipment depreciation1,009,933 66.4%968,069 68.4%41,864 4.3%
Depreciation of rental equipment170,042 11.2%158,873 11.2%11,169 7.0%
Gross profit340,317 22.4%288,831 20.4%51,486 17.8%
Operating expenses224,154 215,866 8,288 3.8%
Operating income 116,163 72,965 43,198 59.2%
Total other expense109,585 116,103 (6,518)(5.6)%
Income (loss) before income taxes6,578 (43,138)49,716 (115.2)%
Income tax expense (benefit)(2,024)8,789 (10,813)(123.0)%
Net income (loss)$8,602 $(51,927)$60,529 (116.6)%

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Total Revenue - The increase in total revenue for the three months ended September 30, 2026, compared to the same period in 2025, was primarily attributable to higher rental revenue driven by improved average fleet utilization from increased rental volume, with a 10.5% increase in average OEC on rent and a 3.1% increase in OEC on rent yield during the three months ended September 30, 2026, compared to the same period in 2025. The increase in rental revenue was partially offset by a decline in equipment sales, driven by lower unit sales volume. Third-party sales were impacted by our strategic decision to prioritize our production for additional investment in the rental fleet to take advantage of current and anticipated rental demand. In addition, unit sales volume was adversely impacted by more than $20 million by both a vendor recall, as well as unusual damage to some finished vehicle inventory caused by a hailstorm, which delayed the delivery to the fourth quarter.
The increase in total revenue for the nine months ended September 30, 2026, compared to the same period in 2025, was primarily a result of higher rental revenue driven by improved average fleet utilization primarily from increased rental volume, with increases in average OEC on rent and OEC on rent yield for the nine months ended September 30, 2026 of 12.6% and 2.6%, respectively, when compared to the same period in 2025. Additionally, total revenue increased due to higher equipment sales.
Cost of Revenue, Excluding Rental Equipment Depreciation - Cost of revenue, excluding rental equipment depreciation was flat for the three months ended September 30, 2026, compared to the same period in 2025. Lower equipment sales volume reduced cost of revenue, while growth in average OEC on rent increased cost of revenue, resulting in minimal net change from the prior-year period.
Cost of revenue, excluding rental equipment depreciation for the nine months ended September 30, 2026, compared to the same period in 2025, increased due to higher equipment sales volume and growth in average OEC on rent.
Depreciation of Rental Equipment - Depreciation of our rental equipment increased in the three and nine months ended September 30, 2026, compared to the same periods in 2025, as a result of higher rental equipment levels.
Operating Expenses - Operating expenses increased for the three and nine months ended September 30, 2026, compared to the same periods in 2025, primarily due to higher transaction and other expenses as well as selling, general, and administrator expenses as a result of increased compensation.
Total Other Expense - Other expense decreased for the three and nine months ended September 30, 2026, compared to the same periods in 2025, due to less interest expense on floor plan financing as a result of lower inventory levels.
Income Tax Expense (Benefit) - Income tax benefit was $0.9 million and $2.0 million for the three and nine months ended September 30, 2026, respectively, compared to income tax benefit of $1.0 million and expense of $8.8 million for the same periods in 2025. The changes in effective tax rate were primarily attributable to reduced permanent tax adjustments and changes in the valuation allowance recorded against deferred tax assets.
Net Income (Loss) - Net income increased for the three and nine months ended September 30, 2026, compared to the same periods in 2025, primarily driven by higher operating income resulting from growth in rental revenue due to higher average OEC on rent, as well as lower interest 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.
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Three Months Ended
(in $000s)September 30, 2026September 30, 2025 Change% ChangeJune 30, 2026% Change
Ending OEC $1,764,963 $1,621,725 $143,238 8.8 %$1,679,255 5.1 %
Average OEC on rent$1,394,661 $1,262,477 $132,184 10.5 %$1,365,689 2.1 %
Fleet utilization81.5 %79.3 %2.2 %2.8 %81.6 %(0.1)%
OEC on rent yield39.4 %38.2 %1.2 %3.1 %39.4 %— 
Sales order backlog$341,920 $279,785 $62,135 22.2 %$322,470 6.0 %
Nine Months Ended September 30,
(in $000s)20262025 Change% Change
Ending OEC $1,764,963 $1,621,725 $143,238 8.8 %
Average OEC on rent$1,368,297 $1,215,570 $152,727 12.6 %
Fleet utilization81.5 %78.0 %3.5 %4.5 %
OEC on rent yield39.2 %38.2 %1.0 %2.6 %
Sales order backlog$341,920 $279,785 $62,135 22.2 %
Operating Results by Segment
Prior period amounts have been recast to reflect the change to two reportable segments.
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Specialty Equipment Rentals
Three Months Ended
(in $000s)September 30, 2026September 30, 2025$ Change% ChangeJune 30, 2026% Change
Revenue from external customers:
Rental$152,696 $127,142 $25,554 20.1 %$145,060 5.3 %
Equipment sales39,446 34,565 4,881 14.1 %51,659 (23.6)%
Parts sales and services19,891 21,182 (1,291)(6.1)%22,100 (10.0)%
Total revenue from external customers212,033 182,889 29,144 15.9 %218,819 (3.1)%
Intersegment sales8,121 3,864 4,257 110.2 %4,113 97.4 %
Rental AR provision(1)
668 2,426 (1,758)(72.5)%2,390 (72.1)%
Sales-type lease adjustment(2)
2,528 667 1,861 279.0 %(4,318)(158.5)%
Total segment revenue223,350 189,846 33,504 17.6 %221,004 1.1 %
Segment Expenses:
Cost of rental, excluding depreciation32,507 30,133 2,374 7.9 %34,542 (5.9)%
Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation(3)
29,892 23,519 6,373 27.1 %30,884 (3.2)%
Cost of parts and services, excluding depreciation17,395 18,013 (618)(3.4)%17,914 (2.9)%
Cost of intersegment sales7,432 3,864 3,568 92.3 %3,728 99.4 %
Rental AR provision(1)
668 2,426 (1,758)(72.5)%2,390 (72.1)%
Total segment cost of revenue87,894 77,955 9,939 12.7 %89,458 (1.7)%
Selling, general and administrative expenses13,600 12,426 1,174 9.4 %14,347 (5.2)%
Total segment expenses101,494 90,381 11,113 12.3 %103,805 (2.2)%
Segment Adjusted EBITDA$121,856 $99,465 $22,391 22.5 %$117,199 4.0 %
Nine Months Ended September 30,
(in $000s)20262025$ Change% Change
Revenue from external customers:
Rental$434,971 $364,217 $70,754 19.4 %
Equipment sales128,882 104,081 24,801 23.8 %
Parts sales and services60,762 64,500 (3,738)(5.8)%
Total revenue from external customers624,615 532,798 91,817 17.2 %
Intersegment sales19,024 31,190 (12,166)(39.0)%
Rental AR provision(1)
5,234 6,629 (1,395)(21.0)%
Sales-type lease adjustment(2)
313 3,103 (2,790)(89.9)%
Total Segment Revenue649,186 573,720 75,466 13.2 %
Segment Expenses:
Cost of rental, excluding depreciation97,797 90,265 7,532 8.3 %
Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation(3)
89,248 67,404 21,844 32.4 %
Cost of parts and services, excluding depreciation53,277 56,983 (3,706)(6.5)%
Cost of intersegment sales17,270 31,190 (13,920)(44.6)%
Rental AR provision(1)
5,234 6,629 (1,395)(21.0)%
Total segment cost of revenue262,826 252,471 10,355 4.1 %
Selling, general and administrative expenses41,808 42,900 (1,092)(2.5)%
Total segment expenses304,634 295,371 9,263 3.1 %
Segment Adjusted EBITDA$344,552 $278,349 $66,203 23.8 %
(1) Specifically identifiable lease revenue receivables not deemed probable of collection are recorded as a reduction of rental revenue. This is classified as a segment expense for Segment Adjusted EBITDA reviewed by the chief operating decision maker (“CODM”).
(2) Impact of sales-type lease accounting for certain leases containing RPOs: this impact is excluded from the measure of Adjusted EBITDA utilized by our CODM to allocate resources and to assess the performance of our segments as we believe continuing to reflect the transactions as an operating lease better reflects the economics of the transactions given our large portfolio of rental contracts.
(3) Excludes the non-cash impact of purchase accounting, impact of sales-type lease accounting for certain leases containing RPOs, further excluding depreciation.
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Total Revenue - The increase in total revenue for the three and nine months ended September 30, 2026, compared to the same periods in 2025, was driven by increases in rental revenue and rental equipment sales. The increase in total revenue for the three months ended September 30, 2026 also benefitted from an increase in intersegment sales. Rental revenue increased due to improved fleet utilization of 2.8% and 4.5%, respectively, for the three and nine months ended September 30, 2026, supported by growth in average OEC on rent of 10.5% and 12.6%, respectively. Rental equipment sales increased primarily as a result of higher buyout activity under rental contracts with purchase options. Intersegment sales increased for the three months ended September 30, 2026, compared to the same period in 2025 due to higher rental asset disposal sales over this same time period as well as the intercompany markup that started in 2026. Intersegment sales decreased for the nine months ended September 30, 2026, compared to the same period in 2025, as fewer units were identified as rental asset disposals given the increased external demand for rental units and buyout activity of rental contracts with purchase options. Parts sales and services revenue decreased for the three and nine months ended September 30, 2026, compared to the same periods in 2025, due to softer demand for tool kits as well as greater shift in hours spent on getting reserved units rent-ready to meet customer demand.
Cost of Rental Revenue, Excluding Depreciation - The increase in cost of rental revenue for the three and nine months ended September 30, 2026, compared to the same periods in 2025, was largely due to an increase in rental activity.
Cost of Equipment Sales, net of Purchase Accounting, Sales-Type Leases and Depreciation - The increase in cost of equipment sales for the three and nine months ended September 30, 2026, compared to the same periods in 2025, was due to an increase in rental equipment sales volume.
Cost of Parts and Services, Excluding Depreciation - The decrease in cost of parts and services for the three and nine months ended September 30, 2026, compared to the same periods in 2025, was in line with the decrease in parts and services revenue.
Cost of Intersegment Sales - Cost of intersegment sales increased for the three months ended September 30, 2026, compared to the same period in 2025, due to higher rental asset disposal sales. Cost of intersegment sales decreased for the nine months ended September 30, 2026, compared to the same period in 2025, due to fewer units identified as rental asset disposals.
Selling, General and Administrative Expenses - Selling, general and administrative expenses increased for the three months ended September 30, 2026, compared to the same period in 2025, primarily due to higher compensation expense. Selling, general and administrative expenses decreased for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to the reclassification of expenses associated with two facilities that transitioned from rental operations to manufacturing operations and are now reported within STEM.
Rental AR Provision - Represents specifically identifiable lease revenue receivables not deemed probable of collection which are recorded as a reduction of rental revenue per the Company’s significant accounting policies. This is classified as a segment expense for Segment Adjusted EBITDA reviewed by the CODM.
Sales-Type Lease Adjustments - Represents the impact of sales-type lease accounting for certain leases containing RPOs, which is excluded from the measure of segment Adjusted EBITDA as we believe continuing to reflect the transactions as an operating lease better reflects the economics of the transactions given our large portfolio of rental contracts.
Segment Adjusted EBITDA - The increase in segment adjusted EBITDA for the three and nine months ended September 30, 2026, compared to the same periods in 2025, was due to higher operating income.


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Specialty Truck Equipment & Manufacturing
Three Months Ended
(in $000s)September 30, 2026September 30, 2025$ Change% ChangeJune 30, 2026% Change
Revenue from external customers:
Equipment sales$270,151 $286,018 $(15,867)(5.5)%$331,900 (18.6)%
Parts sales and services13,040 13,151 (111)(0.8)%12,727 2.5 %
Total revenue from external customers283,191 299,169 (15,978)(5.3)%344,627 (17.8)%
Intersegment sales158,967 108,975 49,992 45.9 %93,153 70.7 %
Total segment revenue442,158 408,144 34,014 8.3 %437,780 1.0 %
Segment Expenses:
Cost of equipment sales, net of purchase accounting and depreciation(1)
232,761 240,732 (7,971)(3.3)%281,235 (17.2)%
Cost of parts and services, excluding depreciation10,894 9,390 1,504 16.0 %9,551 14.1 %
Cost of intersegment sales133,779 108,975 24,804 22.8 %78,596 70.2 %
Total segment cost of revenue377,434 359,097 18,337 5.1 %369,382 2.2 %
Selling, general and administrative expenses17,269 17,598 (329)(1.9)%20,042 (13.8)%
Floor plan interest expense10,819 13,785 (2,966)(21.5)%11,139 (2.9)%
Total segment expenses405,522 390,480 15,042 3.9 %400,563 1.2 %
Segment Adjusted EBITDA$36,636 $17,664 $18,972 107.4 %$37,217 (1.6)%
Nine Months Ended September 30,
(in $000s)20262025$ Change% Change
Revenue from external customers:
Equipment sales856,908 846,477 10,431 1.2 %
Parts sales and services38,769 36,498 2,271 6.2 %
Total revenue from external customers895,677 882,975 12,702 1.4 %
Intersegment sales347,570 301,363 46,207 15.3 %
Total segment revenue1,243,247 1,184,338 58,909 5.0 %
Segment Expenses:
Cost of equipment sales, net of purchase accounting and depreciation(1)
727,221 711,723 15,498 2.2 %
Cost of parts and services, excluding depreciation29,539 25,468 4,071 16.0 %
Cost of intersegment sales292,560 301,363 (8,803)(2.9)%
Total segment cost of revenue1,049,320 1,038,554 10,766 1.0 %
Selling, general and administrative expenses54,891 50,114 4,777 9.5 %
Floor plan interest expense32,477 40,846 (8,369)(20.5)%
Total segment expenses1,136,688 1,129,514 7,174 0.6 %
Segment Adjusted EBITDA$106,559 $54,824 $51,735 94.4 %
(1) Excludes the non-cash impact of purchase accounting.
Total Revenue - The increase in total revenue for the three months ended September 30, 2026, compared to the same period in 2025, was primarily driven by higher intersegment sales to SER to support increased rental activity. Although unit sales to SER were higher in the prior year, the current year revenue reflects the impact of intercompany markup, which increased the per-unit value and offset the decline in volume. This increase was partially offset by a decline in new equipment third-party sales, driven by lower unit sales volume. Third-party sales were impacted by our strategic decision to prioritize our production for additional investment in the rental fleet to take advantage of current and anticipated rental demand. In addition, third-party unit sales volume was adversely impacted by both a vendor recall, as well as unusual damage to some finished vehicle inventory caused by a hailstorm.
The increase in total revenue for the nine months ended September 30, 2026, compared to the same period in 2025, was due to higher intersegment sales to SER to support the higher demand needed for the rental fleet. Additionally, total revenue increased due to higher third-party equipment sales driven by demand in utility and forestry vehicles as well as an increase in parts sales and services revenue.
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Cost of Equipment Sales, net of Purchase Accounting, Sales-Type Leases and Depreciation - Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation decreased for the three months ended September 30, 2026, compared to the same period in 2025, due to lower third-party equipment sales volume.
Cost of equipment sales, net of purchase accounting, sales-type leases and depreciation increased for the nine months ended September 30, 2026, compared to the same period in 2025, due to higher third-party equipment sales volume.
Cost of Parts and Services, Excluding Depreciation - Cost of parts and services increased for the three and nine months ended September 30, 2026, compared to the same periods in 2025, primarily due to the reclassification of two facilities that transitioned from rental operations to manufacturing operations and are now reported within STEM, as well as higher service mileage costs due to increased gas prices.
Cost of Intersegment Sales - Cost of intersegment sales increased for the three months ended September 30, 2026, compared to the same period in 2025, due to higher units sold to SER. Cost of intersegment sales decreased for the nine months ended September 30, 2026, compared to the same periods in 2025, due to fewer units sold to SER. While intersegment revenue increased because of the markup applied in 2026, the lower unit volume directly reduced the associated cost of sales.
Selling, General and Administrative Expenses - Selling, general, and administrative expenses were flat for the three months ended September 30, 2026, compared to the same period in 2025. Selling, general, and administrative expenses increased for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to the reclassification of expenses associated with two facilities that transitioned from rental operations to manufacturing operations and are now reported within STEM, as well as higher sales commission.
Floor plan Interest Expense - The decrease in floor plan interest expense for the three and nine months ended September 30, 2026, compared to the same periods in 2025, was due to the lower inventory levels.
Segment Adjusted EBITDA - The increase in segment adjusted EBITDA for the three and nine months ended September 30, 2026, compared to the same periods in 2025, was primarily due to higher intersegment sales and lower interest expense on variable-rate floor plan liabilities from lower inventory levels.
Reconciliation of Segment Adjusted EBITDA to Consolidated Income (Loss) Before Income Taxes
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,
in 000s20262025202620252026
Adjusted EBITDA - SER$121,856 $99,465 $344,552 $278,349 $117,199 
Adjusted EBITDA - STEM36,636 17,664 106,559 54,824 37,217 
Total Segment Adjusted EBITDA158,492 117,129 451,111 333,173 154,416 
Reconciling Items:
Intersegment margin(25,877)— (56,764)— (14,942)
Corporate and non-allocated selling, general and administrative expenses(1)
(21,673)(21,166)(68,665)(70,356)(22,720)
Depreciation and amortization(69,068)(67,048)(206,312)(195,985)(68,970)
Interest expense, net (non-floor plan)(26,247)(26,462)(77,816)(78,518)(27,051)
Non-cash purchase accounting impact(2)
(1,747)(3,406)(7,715)(11,502)(2,736)
Transaction and integration costs(3)
(8,471)(3,246)(18,361)(12,209)(5,998)
Sales-type lease adjustment(4)
(733)(465)(1,021)(1,482)408 
Share-based payments(5)
(3,269)(2,080)(7,879)(6,259)(3,431)
Consolidated income (loss) before income taxes$1,407 $(6,744)$6,578 $(43,138)$8,976 
(1) Certain costs are not allocated to the segments as they represent Corporate-level activities. These costs primarily include people-related costs, enterprise technology, insurance coverage, and professional services required to support the Company’s national scale, public-company requirements, and centralized corporate functions.
(2) Represents the non-cash impact of purchase accounting, net of accumulated depreciation, on the cost of equipment and inventory sold.
(3) 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/pre-openings and openings of locations; reconfiguration or consolidation of facilities or equipment conversion costs.
(4) Represents the impact of sales-type lease accounting for certain leases containing RPOs, as we believe continuing to reflect the transactions as an operating lease better reflects the economics of the transactions given our large portfolio of rental contracts.
(5) Represents non-cash share-based compensation expense associated with the issuance of restricted stock units.
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See Note 14: Segments for additional information.
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 September 30, 2026, we had $14.6 million in cash and cash equivalents compared to $6.3 million as of December 31, 2025. As of September 30, 2026 and December 31, 2025, we had $710.0 million and $698.0 million of outstanding borrowings under our ABL Facility, respectively. Availability under the ABL Facility was $234.3 million as of September 30, 2026, and based on our borrowing base, we have an additional $288.0 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 September 30, 2026, 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 September 30, 2026, 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, 2025, filed on March 10, 2026.
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 (excluding interest on floor plan financing), 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, and 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.
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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 nor 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 nor 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 Nine Months Ended Three Months Ended June 30, 2026
(in $000s)September 30, 2026September 30, 2025September 30, 2026September 30, 2025
Net income (loss)
$2,305 $(5,756)$8,602 $(51,927)$10,399 
Interest expense26,247 26,462 77,816 78,518 27,051 
Income tax expense (benefit)
(898)(988)(2,024)8,789 (1,423)
Depreciation and amortization69,068 67,048 206,312 195,985 68,970 
EBITDA96,722 86,766 290,706 231,365 104,997 
   Adjustments:
   Non-cash purchase accounting impact (1)
1,747 3,406 7,715 11,502 2,736 
   Transaction and integration costs (2)
8,471 3,246 18,361 12,209 5,998 
   Sales-type lease adjustment (3)
733 465 1,021 1,482 (408)
Share-based payments (4)
3,269 2,080 7,879 6,259 3,431 
Adjusted EBITDA$110,942 $95,963 $325,682 $262,817 $116,754 
(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/pre-openings 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 EndedNine Months Ended Three Months Ended June 30, 2026
(in $000s)September 30, 2026September 30, 2025September 30, 2026September 30, 2025
Equipment sales$1,142 $(383)$(4,070)$(3,528)$(5,942)
Cost of equipment sales(1,400)118 1,417 2,906 4,461 
Gross profit(258)(265)(2,653)(622)(1,481)
Interest income(395)(872)(708)(3,206)(550)
Rental invoiced1,386 1,602 4,382 5,310 1,623 
Sales-type lease adjustment$733 $465 $1,021 $1,482 $(408)

(4) Represents non-cash share-based compensation expense associated with the issuance of restricted stock units.
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The following table presents the calculation of Net Debt and Net Leverage Ratio:
(in $000s) September 30, 2026June 30, 2026
Current maturities of long-term debt1,235 3,209 
Long-term debt, net1,652,562 1,656,652 
Deferred financing fees12,246 13,353 
Less: cash and cash equivalents(14,564)(10,287)
Net Debt$1,651,479 $1,662,927 
Divided by: LTM Adjusted EBITDA (1)
$446,423 $431,444 
Net Leverage Ratio3.70 3.85 
(1) The following tables present the calculation of LTM Adjusted EBITDA for the periods ended September 30, 2026 and June 30, 2026:
Current Year To Date PeriodLess: Prior Year To Date PeriodAdd: Prior Fiscal YearLTM Adjusted EBITDA
(in $000s)September 30, 2026September 30, 2025December 31, 2025September 30, 2026
Net income (loss)$8,602 $(51,927)$(31,052)$29,477 
Interest expense77,816 78,518 104,882 104,180 
Income tax expense (benefit)(2,024)8,789 2,922 (7,891)
Depreciation and amortization206,312 195,985 264,998 275,325 
EBITDA290,706 231,365 341,750 401,091 
Adjustments:
Non-cash purchase accounting impact7,715 11,502 15,469 11,682 
Transaction and integration costs18,361 12,209 16,639 22,791 
Sales-type lease adjustment1,021 1,482 1,229 768 
Share-based payments7,879 6,259 8,471 10,091 
Adjusted EBITDA$325,682 $262,817 $383,558 $446,423 
Current Year To Date PeriodLess: Prior Year To Date PeriodAdd: Prior Fiscal YearLTM Adjusted EBITDA
(in $000s)June 30, 2026June 30, 2025December 31, 2025June 30, 2026
Net income (loss)$6,297 $(46,171)$(31,052)$21,416 
Interest expense51,569 52,056 104,882 104,395 
Income tax expense (benefit)(1,126)9,777 2,922 (7,981)
Depreciation and amortization137,244 128,937 264,998 273,305 
EBITDA193,984 144,599 341,750 391,135 
Adjustments:
Non-cash purchase accounting impact5,968 8,096 15,469 13,341 
Transaction and integration costs9,890 8,963 16,639 17,566 
Sales-type lease adjustment288 1,017 1,229 500 
Share-based payments4,610 4,179 8,471 8,902 
Adjusted EBITDA$214,740 $166,854 $383,558 $431,444 
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Historical Cash Flows
The following table summarizes our sources and uses of cash:
Nine Months Ended September 30,
(in $000s)20262025
Net cash flow from operating activities$231,660 $262,804 
Net cash flow for investing activities(232,914)(233,786)
Net cash flow from (for) financing activities8,406 (19,697)
Effect of exchange rate changes on cash and cash equivalents1,139 (68)
Net change in cash and cash equivalents$8,291 $9,253 
As of September 30, 2026, we had cash and cash equivalents of $14.6 million, an increase of $8.3 million from December 31, 2025. 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 $231.7 million for the nine months ended September 30, 2026, as compared to $262.8 million in the same period of 2025. The decrease in net cash from operating activities is primarily driven by a higher use of cash for inventories for the nine months ended September 30, 2026, when compared to the same period in 2025.
Cash Flows for Investing Activities
Net cash used in investing activities was $232.9 million for the nine months ended September 30, 2026, as compared to $233.8 million in the same period of 2025. The decrease in cash used in investing activities was primarily due to an increase in proceeds from sales and disposals of rental equipment of $15.1 million, partially offset by an increase in purchases of non-rental property and cloud computing arrangements of $10.5 million and an increase in purchases of rental equipment of $3.7 million.
Cash Flows from Financing Activities
Net cash from financing activities was $8.4 million for the nine months ended September 30, 2026, as compared to cash used for financing activities of $19.7 million in the same period of 2025. The increase in net cash from financing activities was primarily due to a decrease in repurchases of stock of $32.6 million and a decrease in repayments on floor plan liabilities and long-term debt of $25.9 million, partially offset by lower proceeds from floor plan liabilities and long-term debt of $29.9 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 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 September 30, 2026, we had $1,440.6 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 nine months ended September 30, 2026, we generated $30.1 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.
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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 of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.
(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 September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION
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, 2025.
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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.
We did not purchase any shares of our common stock during the three months ended September 30, 2026.
Item 3.    Defaults Upon Senior Securities
None.
Item 4.     Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
During the three months ended September 30, 2026, 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.
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Item 6.    Exhibits
Exhibit No.Description
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.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
**Furnished herewith.


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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.
(Registrant)
Date:October 26, 2026/s/ Ryan McMonagle
Ryan McMonagle, Chief Executive Officer
Date:October 26, 2026/s/ Christopher J. Eperjesy
Christopher J. Eperjesy, Chief Financial Officer and Principal Accounting Officer



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