Custom Truck One Source (CTOS) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 11, 2026, allowing shareholders to vote and ask questions online, reflecting a commitment to environmental stewardship and broad accessibility.

• Shareholders of record as of April 16, 2026, are eligible to vote on director elections and auditor ratification, with detailed instructions provided for proxy voting by internet, phone, or mail.

• The proxy materials are distributed primarily via internet access, with paper copies available upon request, in line with SEC rules and cost-saving measures.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class A directors for terms expiring in 2029 and to ratify Ernst & Young LLP as the independent auditor for fiscal 2026.

• The board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholders may submit proposals or director nominations for the 2027 meeting, following specific deadlines and procedures outlined in the bylaws.

Board of directors and corporate governance

• The board consists of 10 members, with staggered three-year terms and a mix of independent and affiliated directors, reflecting controlled company status under NYSE rules.

• Platinum Equity, as majority shareholder, retains significant nomination and voting rights, including the ability to designate up to seven directors.

• The board separates the roles of CEO and chairperson, with the chairperson coordinating independent director activities.

• The board has audit and compensation committees, with the audit committee composed entirely of independent directors.