STOCK TITAN

Custom Truck One Source (CTOS) exec exercises RSUs, receives new 100K grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Custom Truck One Source, Inc. President – Rentals Rich Thomas R. reported equity compensation activity involving restricted stock units and common shares. On April 1, 2026, he exercised restricted stock units into 75,000 shares of common stock and had 22,538 shares withheld at $6.62 per share to cover tax obligations, which is not an open-market sale. He also received a new grant of 100,000 restricted stock units, each representing one share of common stock. Following these transactions, he directly held 363,635 shares of common stock. The restricted stock units vest in four equal annual installments under schedules beginning on April 1, 2024, April 1, 2026, and April 1, 2027, with some vesting subject to continued service and potential partial acceleration upon achieving specified corporate milestones.

Positive

  • None.

Negative

  • None.
Insider Rich Thomas R.
Role President - Rentals
Type Security Shares Price Value
Exercise Restricted Stock Unit 50,000 $0.00 --
Exercise Restricted Stock Unit 25,000 $0.00 --
Grant/Award Restricted Stock Unit 100,000 $0.00 --
Exercise Common Stock 75,000 $0.00 --
Tax Withholding Common Stock 22,538 $6.62 $149K
Holdings After Transaction: Restricted Stock Unit — 50,000 shares (Direct); Common Stock — 386,173 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Shares withheld to satisfy tax obligations arising out of vesting of the Reporting Person's restricted stock units. The restricted stock units vest in four equal annual installments beginning on April 1, 2024. The restricted stock units vest in four equal annual installments beginning on April 1, 2026. The restricted stock units vest in four equal annual installments beginning on April 1, 2027, subject to continued service on the applicable vesting date and potential partial acceleration upon the achievement of certain corporate milestones.
RSUs exercised into common shares 75,000 shares Exercise or conversion of restricted stock units on April 1, 2026
Shares withheld for taxes 22,538 shares at $6.62 Tax-withholding disposition related to RSU vesting on April 1, 2026
New RSU grant 100,000 restricted stock units Grant or award acquisition of RSUs representing common stock
Common shares held after transactions 363,635 shares Direct ownership of CTOS common stock following reported Form 4 activity
RSU-to-share ratio 1 RSU = 1 share Each restricted stock unit represents one share of common stock
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax obligations financial
"Shares withheld to satisfy tax obligations arising out of vesting"
vesting financial
"The restricted stock units vest in four equal annual installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
annual installments financial
"The restricted stock units vest in four equal annual installments beginning on April 1"
corporate milestones financial
"potential partial acceleration upon the achievement of certain corporate milestones"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rich Thomas R.

(Last)(First)(Middle)
7701 INDEPENDENCE AVE

(Street)
KANSAS CITY MISSOURI 64125

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Custom Truck One Source, Inc. [ CTOS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President - Rentals
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026M75,000(1)A$0386,173D
Common Stock04/01/2026F22,538(2)D$6.62363,635D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)04/01/2026M50,000 (3) (3)Common Stock50,000$050,000D
Restricted Stock Unit(1)04/01/2026M25,000 (4) (4)Common Stock25,000$075,000D
Restricted Stock Unit(1)04/01/2026A100,000 (5) (5)Common Stock100,000$0100,000D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
2. Shares withheld to satisfy tax obligations arising out of vesting of the Reporting Person's restricted stock units.
3. The restricted stock units vest in four equal annual installments beginning on April 1, 2024.
4. The restricted stock units vest in four equal annual installments beginning on April 1, 2026.
5. The restricted stock units vest in four equal annual installments beginning on April 1, 2027, subject to continued service on the applicable vesting date and potential partial acceleration upon the achievement of certain corporate milestones.
By: /s/ Paul M. Jolas, Attorney-in-fact04/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did CTOS executive Rich Thomas report on April 1, 2026?

On April 1, 2026, CTOS President – Rentals Rich Thomas exercised restricted stock units into 75,000 common shares and had 22,538 shares withheld for taxes. He also received a new grant of 100,000 restricted stock units as part of his equity compensation.

How many Custom Truck One Source (CTOS) shares does Rich Thomas hold after these transactions?

After the reported Form 4 transactions, Rich Thomas directly holds 363,635 shares of Custom Truck One Source common stock. This figure reflects his position following RSU exercises into 75,000 shares and the withholding of 22,538 shares to satisfy tax obligations related to vesting.

Were any of Rich Thomas’s CTOS share transactions open-market sales or purchases?

The filing shows no open-market sales or purchases. Activity includes RSU exercises, a new RSU grant, and 22,538 shares withheld at $6.62 per share solely to cover tax obligations triggered by vesting, which does not represent discretionary market trading.

What restricted stock unit grants did Rich Thomas receive from CTOS in this filing?

Rich Thomas received a grant of 100,000 restricted stock units, each representing one share of CTOS common stock. These units vest in four equal annual installments beginning April 1, 2027, subject to continued service and potential partial acceleration upon achieving specified corporate milestones.

How do the CTOS restricted stock units for Rich Thomas vest over time?

The restricted stock units vest in four equal annual installments beginning on April 1, 2024, April 1, 2026, and April 1, 2027. Vesting is subject to continued service on each vesting date, and some units may vest earlier if certain corporate milestones are achieved.

What does the $6.62 price in Rich Thomas’s CTOS Form 4 represent?

The $6.62 price per share applies to 22,538 CTOS shares that were withheld to satisfy tax obligations from RSU vesting. This “F” code transaction is a tax-withholding disposition and not an open-market sale or purchase initiated by the executive.