Custom Truck One Source, Inc.

8-K · ctos-20260611.htm iXBRL

0001709682 2026-06-11 2026-06-11

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549  

 Form 8-K      

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of Earliest Event Reported): June 11, 2026

 CUSTOM TRUCK ONE SOURCE, INC.
 (Exact Name of Registrant as Specified in its Charter)

 Delaware   001-38186   84-2531628
 (State or other jurisdiction
of incorporation)   (Commission
File Number)   (IRS Employer
Identification No.)
  
 7701 Independence Avenue
 Kansas City , Missouri
 64125
 (Address of principal executive offices) (Zip Code)

 ( 816 ) 241-4888
 (Registrant’s telephone number, including area code)
 Not Applicable
 (Former Name or Former Address, if Changed Since Last Report)  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
 Common Stock, $0.0001 par value CTOS New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.07. Submission of Matters to a Vote of Security Holders.
 On June 11, 2026, the Company held an annual meeting of stockholders to vote on the following proposals, as described in more detail in the Company's Proxy Statement:

 Proposal One : To elect three Class A directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. In accordance with the voting results listed below, each of the nominees was elected as a Class A director.

 Nominee For Withheld Broker Non-Votes
 Paul Bader 178,245,358 23,142,056 9,154,365
 Mark D. Ein 177,818,159 23,569,255 9,154,365
 David Glatt 176,968,280 24,419,134 9,154,365

 Proposal Two : To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2026. In accordance with the voting results listed below, the appointment of Ernst & Young LLP was ratified by stockholders.

 For Against Abstain
 209,767,213 41,309 733,257

 Item 9.01. Financial Statements and Exhibits.
 (d)    Exhibits.

 Exhibit No. Description
 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 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 hereunto duly authorized.

 Date: June 11, 2026
 Custom Truck One Source, Inc.
      
 /s/ Christopher J. Eperjesy
     Christopher J. Eperjesy
Chief Financial Officer