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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 March 31, 2026

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

Commission File Number: 001-38864

ALTA EQUIPMENT GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware		83-2583782
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

13211 Merriman Road, Livonia, Michigan 48150

(Address of principal executive offices)(Zip Code)

(248) 449-6700

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	ALTG	The New York Stock Exchange
Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share	ALTG PRA	The New York Stock Exchange

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

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 ☐

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




Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May 5, 2026, there were 32,535,540 shares of Common Stock, $0.0001 par value, and 1,200 shares of Preferred Stock, $0.0001 par value, which Preferred Stock is evidenced by 1,200,000 depositary shares, outstanding.

INDEX


			Page
PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Interim Financial Statements (Unaudited)		4
	Condensed Consolidated Balance Sheets (Unaudited)		4
	Condensed Consolidated Statements of Operations (Unaudited)		5
	Condensed Consolidated Statements of Comprehensive Loss (Unaudited)		6
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)		7
	Condensed Consolidated Statements of Cash Flows (Unaudited)		8
	Notes to Unaudited Condensed Consolidated Financial Statements		9
	Note 1.	Organization and Nature of Operations	9
	Note 2.	Summary of Significant Accounting Policies	9
	Note 3.	Revenue Recognition	9
	Note 4.	Related Party Transactions	11
	Note 5.	Inventories	12
	Note 6.	Property and Equipment and Rental Fleet	12
	Note 7.	Goodwill and Other Intangible Assets	13
	Note 8.	Floor Plans	13
	Note 9.	Long-Term Debt	14
	Note 10.	Leases	15
	Note 11.	Contingencies	16
	Note 12.	Income Taxes	17
	Note 13.	Stock-Based Compensation	17
	Note 14.	Fair Value of Financial Instruments	18
	Note 15.	Divestiture	19
	Note 16.	Segments	19
	Note 17.	Earnings Per Share	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		36
Item 4.	Controls and Procedures		37
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		38
Item 1A.	Risk Factors		38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		38
Item 3.	Defaults Upon Senior Securities		38
Item 4.	Mine Safety Disclosures		38
Item 5.	Other Information		38
Item 6.	Exhibits		39
	Signature		40

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this Form 10-Q may be considered “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by any such forward-looking statements. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: our future financial performance; our plans for expansion and acquisitions; and changes in our strategy, future operations, financial position, estimated revenues, income or loss, projected costs, prospects, plans, and objectives of management.

These forward-looking statements are based on current information available, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Some factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to the risks below, which also serves as a summary of the principal risks of an investment in our securities:

•

supply chain disruptions and inflationary pressures resulting from supply chain disruptions;

•

labor market dynamics that impact the price and availability of labor;

•

economic, industry, business and political conditions including their effects on governmental policy and government actions that disrupt our supply chain or sales channels, including taxes and tariffs which impact us, our key suppliers or customers;

•

adverse banking and governmental regulations, resulting in a potential reduction to the fair value of our assets;

•

the performance and financial viability of key suppliers, contractors, customers, and financing sources;

•

our key OEM's relative approaches to competitive pricing dynamics in the marketplace and how their approaches impact the competitiveness of the equipment we sell and our market share;

•

the impact of artificial intelligence, cyber or other security threats, or other disruptions to our businesses;

•

fluctuations in interest rate levels and the relative tenor of those levels;

•

an increase in the cost of diesel and unleaded gasoline where we are unable to hedge or pass through the increase to customers;

•

the demand and market price for our equipment and product support;

•

negative impacts related to customer payments;

•

collective bargaining agreements and our relationship with our union-represented employees;

•

a material increase in the volume of high-cost healthcare claims below our stop-loss insurance limit;

•

our success in identifying acquisition targets and integrating acquisitions;

•

our success in expanding into and doing business in additional markets;

•

our ability to raise capital at favorable terms;

•

the competitive environment for our products and services;

•

our ability to continue to innovate and develop new business lines;

•

our ability to attract and retain key personnel, including, but not limited to, skilled technicians;

•

our ability to maintain our listing on the New York Stock Exchange (“NYSE”);

•

our ability to realize the anticipated benefits of acquisitions or divestitures, rental fleet and other organic investments, or internal reorganizations;

•

federal, state, and local government budget uncertainty, especially as it relates to infrastructure projects and taxation;

•

currency risks and other risks associated with international operations;

•

changes in global economic and financial markets; and

•

other risks and uncertainties identified in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K”) and other filings with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”).

For a discussion identifying additional important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see our filings with the SEC including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our Annual Report on Form 10-K, and in this Quarterly Report on Form 10-Q. The foregoing list of factors is not exclusive, and undue reliance should not be placed upon any forward-looking statements, which speak only as of the date made.

PART I

Item 1. Financial Statements

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share and per share amounts)


	March 31, 2026			December 31, 2025
ASSETS
Cash	$	23.9		$	18.6
Accounts receivable, net of allowances of $11.3 as of both March 31, 2026 and December 31, 2025		192.0			186.7
Inventories, net		476.2			473.3
Prepaid expenses and other current assets		31.7			31.6
Total current assets		723.8			710.2

NON-CURRENT ASSETS
Property and equipment, net		69.0			73.3
Rental fleet, net		305.0			313.7
Operating lease right-of-use assets, net		105.7			108.3
Goodwill		77.4			77.8
Other intangible assets, net		46.4			48.0
Other assets		7.3			5.0
TOTAL ASSETS	$	1,334.6		$	1,336.3

LIABILITIES AND STOCKHOLDERS’ EQUITY
Floor plan payable – new equipment	$	246.7		$	241.0
Floor plan payable – used and rental equipment		86.8			72.3
Current portion of long-term debt		11.1			11.0
Accounts payable		84.7			77.7
Customer deposits		12.0			15.0
Accrued expenses		55.5			45.3
Current operating lease liabilities		15.0			15.0
Current deferred revenue		12.7			13.7
Other current liabilities		3.3			4.0
Total current liabilities		527.8			495.0

NON-CURRENT LIABILITIES
Line of credit, net		204.8			211.3
Long-term debt, net of current portion		485.3			484.5
Finance lease obligations, net of current portion		26.2			28.2
Deferred revenue, net of current portion		5.0			5.0
Long-term operating lease liabilities, net of current portion		97.7			100.1
Deferred tax liabilities		11.3			14.6
Other liabilities		4.8			6.4
TOTAL LIABILITIES		1,362.9			1,345.1
CONTINGENCIES - NOTE 11
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value per share, 1,000,000 shares authorized, 1,200 shares issued and outstanding at both March 31, 2026 and December 31, 2025 (1,200,000 Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock)		—			—
Common stock, $0.0001 par value per share, 200,000,000 shares authorized; 32,532,170 and 32,153,525 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		—			—
Additional paid-in capital		249.8			248.4
Treasury stock at cost, 2,904,614 shares of common stock held at both March 31, 2026 and December 31, 2025		(19.2	)		(19.2	)
Accumulated deficit		(256.7	)		(236.4	)
Accumulated other comprehensive loss		(2.2	)		(1.6	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(28.3	)		(8.8	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,334.6		$	1,336.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except share and per share amounts)


	Three Months Ended March 31,
	2026			2025
Revenues:
New and used equipment sales	$	206.9		$	221.7
Parts sales		71.2			72.0
Service revenues		63.6			66.1
Rental revenues		38.6			42.3
Rental equipment sales		30.2			20.9
Total revenues		410.5			423.0
Cost of revenues:
New and used equipment sales		175.7			188.1
Parts sales		47.6			47.6
Service revenues		25.3			26.4
Rental revenues		4.0			5.0
Rental depreciation		23.5			24.9
Rental equipment sales		25.1			16.0
Total cost of revenues		301.2			308.0
Gross profit		109.3			115.0
Selling, general and administrative expenses		108.2			106.7
Non-rental depreciation and amortization		6.8			7.5
Total operating expenses		115.0			114.2
(Loss) income from operations		(5.7	)		0.8
Other (expense) income:
Interest expense, floor plan payable – new equipment		(2.0	)		(3.2	)
Interest expense – other		(17.5	)		(18.7	)
Other income		1.7			0.9
Gain on divestiture		0.2			—
Total other expense, net		(17.6	)		(21.0	)
Loss before taxes		(23.3	)		(20.2	)
Income tax (benefit) expense		(3.8	)		0.7
Net loss		(19.5	)		(20.9	)
Preferred stock dividends		(0.8	)		(0.8	)
Net loss available to common stockholders	$	(20.3	)	$	(21.7	)
Basic loss per share	$	(0.62	)	$	(0.65	)
Diluted loss per share	$	(0.62	)	$	(0.65	)
Basic weighted average common shares outstanding		32,617,531			33,167,370
Diluted weighted average common shares outstanding		32,617,531			33,167,370

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

(in millions)


	Three Months Ended March 31,
	2026			2025
Net loss	$	(19.5	)	$	(20.9	)
Other comprehensive (loss) income:
Foreign currency translation adjustments		(0.6	)		—
Change in fair value of derivative, net of tax		—			0.3
Total other comprehensive (loss) income (1)		(0.6	)		0.3
Comprehensive loss	$	(20.1	)	$	(20.6	)

(1) There were no material reclassifications from Accumulated other comprehensive loss reflected in Total other comprehensive (loss) income for the three months ended March 31, 2026 and 2025. There were no material taxes associated with Total other comprehensive (loss) income for the three months ended March 31, 2026 and 2025.

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

(in millions, except share and per share amounts)


	Three Months Ended March 31, 2026
	Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Treasury Stock			Accumulated Other Comprehensive Loss			Total Stockholders' Equity (Deficit)
Balance at December 31, 2025		1,200,000	$	—		32,153,525	$	—	$	248.4	$	(236.4	)	$	(19.2	)	$	(1.6	)	$	(8.8	)
Net loss		—		—		—		—		—		(19.5	)		—			—			(19.5	)
Dividends on preferred stock, $0.625 per share		—		—		—		—		—		(0.8	)		—			—			(0.8	)
Stock-based compensation including employee stock purchase plan		—		—		378,645		—		1.4		—			—			—			1.4
Foreign currency translation adjustments		—		—		—		—		—		—			—			(0.6	)		(0.6	)
Balance at March 31, 2026		1,200,000	$	—		32,532,170	$	—	$	249.8	$	(256.7	)	$	(19.2	)	$	(2.2	)	$	(28.3	)


	Three Months Ended March 31, 2025
	Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Treasury Stock			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance at December 31, 2024		1,200,000	$	—		32,762,135	$	—	$	243.5	$	(149.3	)	$	(11.7	)	$	(4.9	)	$	77.6
Net loss		—		—		—		—		—		(20.9	)		—			—			(20.9	)
Dividends on preferred stock, $0.625 per share		—		—		—		—		—		(0.8	)		—			—			(0.8	)
Dividends on common stock and dividend equivalent on stock-based compensation, $0.057 per share		—		—		—		—		—		(1.8	)		—			—			(1.8	)
Stock-based compensation including employee stock purchase plan		—		—		428,930		—		1.6		—			—			—			1.6
Change in fair value of derivative, net of tax		—		—		—		—		—		—			—			0.3			0.3
Balance at March 31, 2025		1,200,000	$	—		33,191,065	$	—	$	245.1	$	(172.8	)	$	(11.7	)	$	(4.6	)	$	56.0

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Three Months Ended March 31,
	2026			2025
OPERATING ACTIVITIES
Net loss	$	(19.5	)	$	(20.9	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities
Depreciation and amortization		30.3			32.4
Amortization of debt discount and debt issuance costs		0.9			1.0
Gain on sale of property and rental equipment		(4.5	)		(5.0	)
Provision for inventory reserves		0.8			1.3
Provision for losses on accounts receivable		0.8			1.6
Gain on divestiture		(0.2	)		—
Stock-based compensation expense		1.0			1.1
Changes in deferred income taxes		(3.2	)		(2.1	)
Other operating activities		(2.1	)		(0.1	)
Changes in assets and liabilities, net of acquisitions and divestitures:
Accounts receivable		(6.5	)		(9.1	)
Inventories		(38.8	)		(41.6	)
Proceeds from sale of rental equipment - rent-to-sell		26.8			18.6
Prepaid expenses and other assets		(0.2	)		(3.1	)
Manufacturers floor plans payable		21.5			(6.0	)
Accounts payable, accrued expenses, leases, and other operating liabilities		13.7			14.4
Net cash provided by (used in) operating activities		20.8			(17.5	)
INVESTING ACTIVITIES
Expenditures for rental equipment		(6.3	)		(12.0	)
Expenditures for property and equipment and intangibles		(3.0	)		(1.7	)
Proceeds from sale of property and equipment		1.6			0.2
Proceeds from sale of rental equipment - rent-to-rent		3.4			2.3
Acquisition of business, net of cash acquired		—			(2.9	)
Proceeds from divestiture, net		1.5			—
Other investing activities		(0.7	)		(0.2	)
Net cash used in investing activities		(3.5	)		(14.3	)
FINANCING ACTIVITIES
Proceeds from long-term borrowings		40.5			96.1
Principal payments on long-term debt and finance lease obligations		(49.6	)		(61.6	)
Proceeds from non-manufacturer floor plan payable		25.5			22.5
Payments on non-manufacturer floor plan payable		(26.6	)		(24.0	)
Preferred stock dividends paid		(0.8	)		(0.8	)
Common stock dividends declared and paid		—			(1.9	)
Other financing activities		(0.9	)		(0.8	)
Net cash (used in) provided by financing activities		(11.9	)		29.5

Effect of exchange rate changes on cash		(0.1	)		—
NET CHANGE IN CASH		5.3			(2.3	)

Cash, Beginning of year		18.6			13.4
Cash, End of period	$	23.9		$	11.1
Supplemental schedule of noncash investing and financing activities:
Noncash asset purchases:
Net transfer of assets from inventory to rental fleet	$	30.0		$	28.4
Supplemental disclosures of cash flow information
Cash paid for interest	$	7.7		$	9.9

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in millions, except per share data, unless otherwise indicated)

NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS

Nature of Operations

Alta Equipment Group Inc. and its subsidiaries (“Alta” or the “Company”) is engaged in the sale, service, and rental of material handling, construction, and environmental processing equipment in the states of Michigan, Illinois, Indiana, Ohio, Pennsylvania, New York, Virginia, Massachusetts, Maine, New Hampshire, Vermont, Rhode Island, Connecticut, Nevada, and Florida, as well as the Canadian provinces of Ontario, New Brunswick, and Quebec. Unless the context otherwise requires, the use of the terms “the Company”, “we”, “us”, and “our” in these notes to the unaudited condensed consolidated financial statements refers to Alta Equipment Group Inc. and its consolidated subsidiaries.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements include the consolidated accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In our opinion, all adjustments, consisting of all normal and recurring adjustments, considered necessary for a fair presentation of our financial position, results of operations, and cash flows for the periods presented have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the 2025 Form 10-K. All intercompany transactions and balances have been eliminated in the preparation of the condensed consolidated financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

We describe our significant accounting policies in Note 2 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. During the three months ended March 31, 2026, there was no significant changes to those accounting policies.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on assumptions that we believe are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.

New Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This guidance requires additional disclosure in the notes to the financial statements of specified information about certain statement of operations expense line items. The Company is required to adopt the guidance in the 2027 Annual Report on Form 10-K and in our interim periods during 2028, though early adoption is permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements.

The Company believes all other recently issued accounting pronouncements from the FASB that the Company has not noted above will not have a material impact on our consolidated financial statements or do not apply to us.

NOTE 3 — REVENUE RECOGNITION

We recognize revenue in accordance with two different accounting standards: 1) Topic 606, Revenues from Contracts with Customers (“Topic 606”) and 2) Topic 842, Leases, (“Topic 842”).

Disaggregation of Revenues

The following table summarizes the Company’s disaggregated revenues as presented in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 by revenue type and the applicable accounting standard.


	Three Months Ended March 31, 2026						Three Months Ended March 31, 2025
	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Revenues:
New and used equipment sales	$	—	$	206.9	$	206.9	$	—	$	221.7	$	221.7
Parts sales		—		71.2		71.2		—		72.0		72.0
Service revenues		—		63.6		63.6		—		66.1		66.1
Rental revenues		38.6		—		38.6		42.3		—		42.3
Rental equipment sales		—		30.2		30.2		—		20.9		20.9
Total revenues	$	38.6	$	371.9	$	410.5	$	42.3	$	380.7	$	423.0

The Company believes that the disaggregation of revenues from contracts with customers as summarized above, together with the discussion below, depicts the nature, amount, timing, and uncertainty of our revenues and cash flows. See Note 16, Segments, for further information.

Leases revenues (Topic 842)

Rental revenues: Owned equipment rentals represent revenues from renting equipment. The Company accounts for these rental contracts as operating leases. The Company recognizes revenues from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract includes rates for daily, weekly, or monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, the Company records unbilled rental revenues and deferred rental revenues at the end of each reporting period. Unbilled rental revenues are included as a component of “Accounts receivable, net” on the Condensed Consolidated Balance Sheets. Rental equipment may also be purchased outright (“Rental equipment sales”) by our customers. Rental revenues and revenues attributable to rental equipment sales are recognized in “Rental revenues” and “Rental equipment sales” on the Condensed Consolidated Statements of Operations, respectively.

Revenues from contracts with customers (Topic 606)

Accounting for the different types of revenues pursuant to Topic 606 is discussed below. The Company’s revenues under Topic 606 are primarily recognized at a point in time rather than over time.

New and used equipment sales: With the exception of bill-and-hold arrangements and project-based revenues, the Company’s revenues from the sale of new and used equipment are recognized at the time of delivery to, or pick-up by, the customer, which is when the customer obtains control of the promised good(s). Under bill-and-hold arrangements, revenues are recognized when all configuration work is complete and the equipment has been set aside for final shipment, at which point the Company has determined control has been transferred. The bill-and-hold arrangements primarily apply to sales when physical shipment of heavy equipment to the customer is prohibited by law (e.g., frost laws) or requested by the customer due to their inability to arrange freight simultaneous to the satisfaction of the performance obligations. The customer equipment sold under a bill-and-hold arrangement is physically separated from Company inventory and that equipment cannot be used by the Company or sold to another customer. Revenues recognized from bill-and-hold agreements totaled $8.1 million and $10.8 million for the three months ended March 31, 2026 and 2025, respectively. The Company does not offer material rights of return.

Project-based revenues, as referred to herein, are contracts with customers where the Company provides design and build solutions related to automated equipment installation and warehouse management systems integration. These revenues are recognized as the performance obligations are satisfied over time using the cost-to-cost input method, based on contract costs incurred to date to total estimated contract costs. The Company recognizes deferred revenue with respect to project-based services. The Company recognized $15.5 million and $19.0 million in project-based revenues for the three months ended March 31, 2026 and 2025 respectively.

Parts sales: Revenues from the sale of parts are recognized at the time of pick-up by the customer for over-the-counter sales transactions and at the time services are completed for parts associated with periodic maintenance services. For parts that are shipped to a customer, the Company has elected to use a practical expedient of Topic 606 and treat such shipping activities as fulfillment costs, thereby recognizing revenues at the time of shipment, which is when the customer obtains control.

Service revenues: The Company records service revenues primarily from guaranteed maintenance contracts and periodic services with customers. The Company recognizes periodic maintenance service revenues at the time such services are completed. The Company recognizes guaranteed maintenance contract revenues over time based on an estimated rate at which the services are provided over the life of the contract, typically three to five years. Revenues recognized from guaranteed maintenance contracts totaled $5.3 million and $5.4 million for the three months ended March 31, 2026 and 2025, respectively. The Company also records service revenues from warranty contracts whereby the Company performs service on behalf of an Original Equipment Manufacturer (“OEM”) or third-party warranty provider.

Rental equipment sales: The Company also sells rental equipment from our rental fleet. These sales are recognized at the time of delivery to, or pick-up by, the customer, which is when the customer obtains control of the promised good(s). Rental equipment sales may occur at various stages in an equipment’s lifecycle, depending on customer demand and original purchase intentions of the equipment. Rent-to-rent equipment, for instance, is originally purchased directly into the rental fleet for the primary purpose of renting, as opposed to selling. Rental equipment sales of rent-to-rent equipment are therefore typically made toward the end of the useful life of the equipment. Rent-to-sell equipment, on the other hand, is originally purchased as new inventory stock but is subsequently transferred to the rental fleet and rented to customers based on rental fleet utilization levels and market conditions. Ultimately, rent-to-sell equipment primarily serves the numerous applications of our Construction Equipment segment customers and allows the Company to create different model years of equipment at varying price points to fulfill market demand for lower hour, lightly used construction equipment. Certain rental agreements contain a rental purchase option, whereby the customer has an option to purchase the rented equipment during the term of the rental agreement. In this case, revenues from the sale of rental equipment are recognized at the time the rental purchase option agreement has been approved and signed by both parties, as the equipment is already in the customer’s possession under the terms of the rental agreement, and therefore control has been transferred concurrently with the title.

Contract Costs

The Company does not recognize assets associated with the incremental costs of obtaining a contract with a customer that the Company expects to recover (e.g., a sales commission). Most of the Company’s revenues are recognized at a point in time or over a period of one year or less, and the Company has used the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. The amount of the costs associated with the revenues recognized over a period of greater than one year is insignificant.

Receivables and Contract Assets and Liabilities

With respect to our receivables, we believe the concentration of credit risk is limited because our customer base is comprised of a large number of geographically diverse customers that operate in a wide range of industries.

The Company has contract assets and contract liabilities associated with project-based contracts with customers.

Contract assets are fulfilled contractual obligations prior to receivables being recognizable for project-based revenues. Contract assets as of March 31, 2026 and December 31, 2025 were $4.0 million and $3.7 million, respectively.

Deferred revenue (contract liabilities) includes the unearned portion of project-based revenues, revenues related to guaranteed maintenance contracts for customers covering equipment previously purchased, and deferred revenue related to equipment rental agreements. Total deferred revenue as of March 31, 2026 and December 31, 2025 was $17.7 million and $18.7 million, respectively. For the three months ended March 31, 2026 and 2025, the Company recognized revenues of $6.9 million and $7.9 million, respectively, from the prior year ending balance.

NOTE 4 — RELATED PARTY TRANSACTIONS

Our Chief Executive Officer (“CEO”) and Chief Financial Officer collectively own an indirect, non-controlling minority interest in OneH2, Inc. (“OneH2”), which they each acquired through various transactions that took place in early 2018 and prior. Our CEO is on the Board of Directors of OneH2. OneH2 is a privately held company that produces and delivers hydrogen fuel to end users and manufactures modular hydrogen plants and related equipment. During both the three months ended March 31, 2026 and 2025, the Company purchased $0.1 million of hydrogen fuel from OneH2. To date, the Company has paid OneH2 $5.3 million to build and commercialize a hydrogen production plant for the Company.

NOTE 5 — INVENTORIES

Inventories, net, consisted of the following:


	March 31,			December 31,
	2026			2025
New equipment	$	325.8		$	322.5
Used equipment		46.5			47.1
Work in process		8.5			7.3
Parts		105.7			105.8
Gross inventory		486.5			482.7
Inventory reserves		(10.3	)		(9.4	)
Inventories, net	$	476.2		$	473.3

Direct labor of $1.8 million and $1.3 million incurred for open service orders were capitalized and included in work in process as of March 31, 2026 and December 31, 2025, respectively. The remaining work in process balances as of March 31, 2026 and December 31, 2025 primarily represent parts applied to open service orders.

Rental depreciation expense for new and used equipment inventory under short-term leases with purchase options was $3.6 million and $2.8 million for the three months ended March 31, 2026 and 2025, respectively.

NOTE 6 — PROPERTY AND EQUIPMENT AND RENTAL FLEET

Property and equipment, net, consisted of the following:


	March 31,			December 31,
	2026			2025
Land	$	1.1		$	3.2
Buildings, equipment, and leasehold improvements:
Machinery and equipment		10.0			10.2
Autos and trucks		5.8			6.1
Buildings and leasehold improvements		31.3			29.3
Construction in progress		7.4			8.2
Finance lease right-of-use assets		65.1			64.7
Office equipment		6.0			5.9
Computer equipment		13.4			13.4
Total costs		140.1			141.0

Less: accumulated depreciation and amortization of property and equipment		(71.1	)		(67.7	)
Property and equipment, net	$	69.0		$	73.3

Total depreciation and amortization on property and equipment was $4.3 million and $5.0 million for the three months ended March 31, 2026 and 2025, respectively.

Rental fleet, net, consisted of the following:


	March 31,			December 31,
	2026			2025
Rental fleet	$	524.6		$	532.9
Less: accumulated depreciation of rental fleet		(219.6	)		(219.2	)
Rental fleet, net	$	305.0		$	313.7

Total depreciation on rental fleet was $19.8 million and $22.1 million for the three months ended March 31, 2026 and 2025, respectively.

NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in the carrying value of goodwill in total and by reportable segment during the three months ended March 31, 2026:


	Material Handling			Construction Equipment			Master Distribution		Total
Balance, December 31, 2025	$	14.7		$	44.8		$	18.3	$	77.8
Divestiture		(0.3	)		—			—		(0.3	)
Translation adjustments		—			(0.1	)		—		(0.1	)
Balance, March 31, 2026	$	14.4		$	44.7		$	18.3	$	77.4

Goodwill is tested for impairment by reporting unit annually or more frequently if events or circumstances indicate that an impairment may exist. There were no indicators of potential impairment during the three months ended March 31, 2026. See Note 15, Divestiture, for further information.

Other intangible assets, net consisted of the following:


	March 31, 2026
	Weighted Average Remaining Life (in years)		Gross carrying amount		Accumulated amortization			Net carrying amount
Customer and supplier relationships		5.4	$	72.8	$	(33.8	)	$	39.0
Other intangibles		3.2		18.8		(11.4	)		7.4
Total		4.7	$	91.6	$	(45.2	)	$	46.4

	December 31, 2025
	Weighted Average Remaining Life (in years)		Gross carrying amount		Accumulated amortization			Net carrying amount
Customer and supplier relationships		5.6	$	72.9	$	(31.9	)	$	41.0
Other intangibles		3.0		17.7		(10.7	)		7.0
Total		5.0	$	90.6	$	(42.6	)	$	48.0

Amortization of intangible assets was $2.6 million and $2.5 million for the three months ended March 31, 2026 and 2025, respectively.

NOTE 8 — FLOOR PLANS

Floor Plan — First Lien Lender

In April 2021, the Company entered into a Floor Plan First Lien Credit Agreement (“Floor Plan Credit Agreement”) by and among Alta Equipment Group, Inc. and the other credit parties named therein, and the lender JP Morgan Chase Bank, N.A., as Administrative Agent. Under the Floor Plan Credit Agreement, the Company has a first lien floor plan facility (the “First Lien Floor Plan Facility”) with our first lien lenders to primarily finance new inventory. On June 5, 2024, the Floor Plan Credit Agreement was amended to extend the maturity date to June 1, 2029 and increase the maximum borrowing capacity to $90.0 million. The interest cost for the First Lien Floor Plan Facility is the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin. The First Lien Floor Plan Facility is collateralized by substantially all assets of the Company. As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance on our First Lien Floor Plan Facility of $46.7 million and $47.7 million, respectively, excluding unamortized debt issuance costs. The effective interest rate at March 31, 2026 and December 31, 2025 was 6.5% and 6.7%, respectively. The Company routinely sells equipment that is financed under the First Lien Floor Plan Facility. When this occurs, the payable under the First Lien Floor Plan Facility related to the financed equipment being sold becomes due to be paid.

OEM Captive Lenders and Suppliers’ Floor Plans

The Company has floor plan financing facilities with several OEM captive lenders and suppliers (the “OEM Floor Plan Facilities”, and together with the First Lien Floor Plan Facility, collectively the “Floor Plan Facilities”) for new and used inventory and rental equipment, each with borrowing capacities ranging from $0.1 million to $160.0 million. Primarily, the Company utilizes the OEM Floor Plan Facilities for purchases of new equipment inventories. Certain OEM Floor Plan Facilities provide for up to twelve-months interest only or deferred payment periods. In addition, certain OEM Floor Plan Facilities regularly provide for interest and principal free payment terms. The Company routinely sells equipment that is financed under OEM Floor Plan Facilities. When this occurs, the payable under the OEM Floor Plan Facilities related to the financed equipment being sold becomes due to be paid.

The OEM Floor Plan Facilities are secured by the equipment being financed and contain certain operating company guarantees. The interest cost is SOFR plus an applicable margin. The effective rates ranged from 6.2% to 8.8% as of March 31, 2026 and 6.2% to 11.8% as of December 31, 2025. As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance on the OEM Floor Plan Facilities of $287.1 million and $265.9 million, respectively.

The total aggregate amount of financing under the Floor Plan Facilities cannot exceed $544.5 million at any time, subject to limitations from the amount of the Company's collateralized assets, which increases 10% annually effective December 31st of each year. The total outstanding balance under the Floor Plan Facilities as of March 31, 2026 and December 31, 2025, was $333.8 million and $313.6 million, respectively, excluding unamortized debt issuance costs. For the three months ended March 31, 2026 and 2025, the Company recognized interest expense associated with new equipment financed under our Floor Plan Facilities of $2.0 and $3.2 million, respectively. The weighted average rate on the Company's Floor Plan Facilities was 6.4% and 7.6% as of March 31, 2026 and 2025, respectively.

NOTE 9 — LONG-TERM DEBT

Line of Credit — First Lien Lender

In April 2021, the Company entered into a Sixth Amended and Restated ABL First Lien Credit Agreement (the “Amended and Restated ABL Credit Agreement”) by and among Alta Equipment Group Inc. and the other credit parties named therein, the lenders named therein, JP Morgan Chase Bank, N.A., as Administrative Agent, and the syndication agents and documentation agent named therein. Under the Amended and Restated ABL Credit Agreement, the Company has an asset-based revolving line of credit (the “ABL Facility”) with our first lien holder with advances on the line being supported by eligible accounts receivable, parts, and otherwise unencumbered new and used equipment inventory and rental equipment. On June 5, 2024, the Company amended the ABL Facility primarily to extend the maturity date and increase the facility size. The borrowing capacity on the ABL Facility, which expires June 1, 2029, was increased to $520.0 million, which includes a $45.0 million Canadian-denominated sublimit facility. The ABL Facility is collateralized by substantially all assets of the Company, and the interest cost is SOFR plus an applicable margin on the CB Floating Rate, depending on borrowing levels. As of March 31, 2026 and December 31, 2025, the Company had an outstanding ABL Facility balance of $207.0 million and $213.6 million, respectively, excluding unamortized debt issuance costs. The effective interest rate was 5.4% at both March 31, 2026 and December 31, 2025.

Maximum borrowings under the Floor Plan Facilities and ABL Facility are limited to $1,064.5 million unless certain other conditions are met. The total amount outstanding as of March 31, 2026 and December 31, 2025, was $540.8 million and $527.2 million, exclusive of debt issuance and deferred financing costs of $2.5 million and $2.6 million, respectively.

Senior Secured Second Lien Notes

On June 5, 2024, the Company completed a private offering of Senior Secured Second Lien Notes (the “Notes”), for the purposes of, among other things, repayment and refinancing of a portion of the Company’s prior existing debt, reducing variable interest rate exposure, providing liquidity for general corporate purposes, and for financing of future growth initiatives. The Company sold $500.0 million of Notes at the rate of 9.000% per annum, which are due on June 1, 2029. Interest on the Notes is payable in cash on June 1 and December 1 of each year, commencing on December 1, 2024. The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement among the Company, the domestic subsidiaries of the Company (as guarantors), and J.P. Morgan Securities LLC, as representative of the initial purchasers.

The Notes are guaranteed by each of our existing and future domestic subsidiaries. The Notes and the guarantors thereof are secured, subject to certain exceptions and permitted liens, by second-priority liens on substantially all our assets and the assets of the guarantors that secure on a first-priority basis all of the indebtedness under our ABL Facility and the First Lien Floor Plan Facility and certain hedging and cash management obligations, including, but not limited to, equipment, fixtures, inventory, intangibles and capital stock of our restricted subsidiaries now owned or acquired in the future by us or the guarantors.

As of March 31, 2026, outstanding borrowings under the Notes were $485.3 million, which included $14.7 million deferred financing costs and original issue discounts. As of December 31, 2025, outstanding borrowings under the Notes were $484.5 million, which included $15.5 million deferred financing costs and original issue discounts. The effective interest rate on the Notes, taking into account the original issue discount, is 10.1%.

The Company’s long-term debt consists of the following:


	March 31,			December 31,
	2026			2025
Line of credit	$	207.0		$	213.6
Senior secured second lien notes		500.0			500.0
Unamortized debt issuance costs		(3.2	)		(3.2	)
Debt discount		(13.7	)		(14.6	)
Finance leases		37.3			39.2
Total debt and finance leases		727.4			735.0
Less: current maturities		(11.1	)		(11.0	)
Long-term debt and finance leases, net	$	716.3		$	724.0

As of March 31, 2026, the Company was in compliance with the financial covenants set forth in our debt agreements.

Notes Payable – Non-Contingent Consideration

The following table sets forth the Company’s non-contingent consideration liabilities measured and recorded at the present value of cash payments, using a market participant discount rate and their presentation on the Condensed Consolidated Balance Sheets related to the Company's acquisitions of Ault Industries Inc. (“Ault”) and Ecoverse Industries, LTD.


	March 31,		December 31,
Location on Balance Sheet	2026		2025
Other current liabilities	$	2.6	$	2.6
Other liabilities		1.4		2.7
Total	$	4.0	$	5.3

See Note 14, Fair Value of Financial Instruments, for further information.

NOTE 10 — LEASES

The Company primarily has third-party operating and finance leases for branch facilities, corporate office, service vehicle fleet, and certain equipment. The Company has one immaterial operating lease with a related party. The Company’s leases have remaining lease terms that range from less than one year to leases that mature through December 2039 and contain provisions to renew the leases for additional terms of up to 20 years.

The Company leases and subleases certain lift trucks to customers under short and long-term operating lease agreements. The sublease income is included in “Rental revenues” on our Condensed Consolidated Statements of Operations. Sublease income below primarily includes subleases of facilities that are not included in “Rental revenues” due to being outside our normal business operations. The costs of the head lease for these subleases are included in Operating lease expense below.

At March 31, 2026 and December 31, 2025, assets recorded under finance leases, net of accumulated depreciation, were $34.1 million and $36.1 million, respectively. The assets are depreciated over the lesser of their remaining lease terms or estimated useful lives.

The components of lease expense were as follows:


	Three Months Ended March 31,
	2026			2025
Operating lease expense	$	6.7		$	6.9
Short-term lease expense		0.8			0.9
Low-value lease expense		0.4			0.3
Variable lease expense		3.5			3.1
Finance lease expense:
Amortization of right-of-use assets		2.8			2.9
Interest on lease liabilities		0.8			1.0
Sublease income		(0.1	)		(0.1	)
Total lease expense	$	14.9		$	15.0

Additional information related to leases is presented in the table below:


	Three Months Ended March 31,
Supplemental Cash Flows Information	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	6.6	$	6.7
Operating cash flows for finance leases		0.8		1.0
Financing cash flows for finance leases		2.7		2.7
Non-cash right-of-use assets obtained in exchange for lease obligations:
Operating leases		2.2		3.5
Finance leases		1.0		5.0
Weighted Average Remaining Lease Term (in years):
Operating leases		7.8		8.5
Finance leases		3.5		4.2
Weighted Average Discount Rate (in %):
Operating leases		11.0		10.6
Finance leases		9.2		8.9

Minimum future lease payments under non-cancellable operating and finance leases described above as of March 31, 2026 were as follows:


Years ending December 31,	Operating Leases			Finance Leases
Remainder of 2026	$	19.3		$	10.5
2027		25.0			12.5
2028		23.0			10.8
2029		17.4			7.1
2030		16.4			2.1
Thereafter		68.5			0.3
Total future minimum lease payments		169.6			43.3
Less: imputed interest		(56.9	)		(6.0	)
Total	$	112.7		$	37.3


Balance Sheet Location	March 31, 2026			December 31, 2025
Current portion of long-term debt	$	11.1		$	11.0
Current operating lease liabilities		15.0			15.0
Finance lease obligations, net of current portion		26.2			28.2
Long-term operating lease liabilities, net of current portion		97.7			100.1
Total	$	150.0		$	154.3

As of March 31, 2026, the Company had additional leases, substantially all real estate, that have not yet commenced with undiscounted lease payments of $14.5 million. These leases are expected to commence in 2026 with lease terms up to 15 years.

See Note 11, Contingencies, for more information on certain contracts where the Company guarantees the performance of the third-party lessee.

NOTE 11 — CONTINGENCIES

Guarantees

As of March 31, 2026 and December 31, 2025, the Company was party to certain contracts in which it guarantees the performance of agreements with various third-party financial institutions. In the event of a default by a third-party, the Company would be required to pay all or a portion of the remaining unpaid obligations as specified in the contract. The estimated exposure related to these guarantees was not material at both March 31, 2026 and December 31, 2025. It is anticipated that the third parties will have the ability to repay the debt without the Company having to honor the guarantee; therefore, no amount has been accrued on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

Legal Proceedings

During the three months ended March 31, 2026 and 2025, various claims and lawsuits, incidental to the ordinary course of our business, were pending against the Company. In the opinion of management, after consultation with legal counsel, resolution of these matters, net of expected insurance proceeds, is not expected to have a material effect on the Company’s condensed consolidated financial statements.

Contractual Obligations

The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company. As of both March 31, 2026 and December 31, 2025 there was $13.5 million in outstanding letters of credit issued in the normal course of business. These letters of credit reduce our available borrowings under our ABL Facility.

NOTE 12 — INCOME TAXES

The Company recognized an income tax benefit of $3.8 million and expense of $0.7 million for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026, the income tax benefit was primarily attributable to the net loss for the period. During the three months ended March 31, 2025, the income tax expense was primarily attributable to adjustments of the Company's valuation allowance against a portion of the deferred tax asset (“DTA”) relating to U.S. disallowed interest expense carryforwards partially offset by the benefit attributable to the net loss for the period.

We regularly assess the need for a valuation allowance against our DTAs. In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the DTAs as well as the nature of the deferred tax attribute to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the DTAs will not be realized. The Company's ability to realize its DTAs is dependent on generating sufficient future taxable income. In the current period, an adjusted cumulative pretax loss has been determined based on a 12-quarter look-back period and is considered significant negative evidence under ASC 740. As a result, management concluded that it is still more likely than not that certain DTAs will not be realized. Although on a forecasted future income planning basis, we believe the Company may be able to utilize these DTAs, this positive factor is not enough to overcome the overall cumulative loss indication. The recognition of a valuation allowance is a significant estimate and a future change in judgment or circumstances could result in a material change to the valuation allowance and income tax expense. We will continue to monitor the need for a valuation allowance against our DTAs on a quarterly basis.

The effective tax rate for the three months ended March 31, 2026 and 2025 was 16.3% and (3.5)%, respectively. The effective income tax rate in both periods is primarily the result of the discrete items noted above.

NOTE 13 — STOCK-BASED COMPENSATION

The Company's plan is to have broad-based long-term compensation programs intended to attract and retain talented employees and align stockholder and employee interests. To this end, compensation for our senior leadership team includes equity awards in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”). We calculate the fair value of the RSUs and PSUs based on the closing market price of our common stock on the date of grant. The compensation expense is recognized on a straight-line basis over the requisite service period of the award. The number of PSUs granted depends on the Company's achievement of target performance goals, which may range from 0% to 200% of the target award amount. The RSUs and PSUs vest ratably over three years, including the one-year performance period for PSUs. Upon vesting, each stock award is exchangeable for one share of the Company's common stock, with accrued dividends.

The Company recognized total stock-based compensation expense for PSUs and RSUs of $0.9 million for both the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the total unrecognized compensation expense related to the unvested portion of the Company's RSUs was $3.7 million, which is expected to be recognized over a weighted average period of 1.6 years. As of March 31, 2026, the total unrecognized compensation expense related to the unvested portion of the Company's PSUs was $4.5 million, which is expected to be recognized over a weighted average period of 2.2 years.

The following table shows the number of stock awards that were granted, vested, and issued during the three months ended March 31, 2026:


	Restricted Stock Units					Performance Stock Units
	Number of units			Weighted average grant date fair value		Number of units			Weighted average grant date fair value
Unvested units as of December 31, 2025		465,919		$	6.63		249,410		$	8.69
Granted		334,360			6.91		577,257			6.85
Vested - issued		(180,084	)		7.77		(87,189	)		15.27
Vested - unissued		(21,900	)		4.75		—			—
Unvested units as of March 31, 2026		598,295		$	6.51		739,478		$	6.48

Employee Stock Purchase Plan (“ESPP”)

On June 8, 2023 the Company filed a Form S-8 to register 325,000 common stock shares reserved for the ESPP. The Company then opened enrollment for the first offering period that started July 1, 2023 and continued through December 31, 2023. There are two six-month offering periods each year starting January 1 and July 1, with the purchase date on the last business day of each offering period. On June 17, 2025, the Company filed a Form S-8 to register an additional 670,731 common stock shares reserved for the ESPP.

Under the ESPP, eligible employees (as defined in the ESPP) can purchase the Company’s common stock through accumulated payroll deductions. Eligible employees may purchase the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock on the first or last business day of each six-month offering period. Eligible employees may contribute up to 10% of their eligible compensation. Under the ESPP, a participant may not accrue rights to purchase more than $25,000 worth of the Company’s common stock for each calendar year in which such right is outstanding.

Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective period. Stock-based compensation expense is determined based on the grant-date fair value of the option or ability to purchase the shares at a discount and is recognized over the withholding period. The stock-based compensation expense related to the ESPP recognized during the three months ended March 31, 2026 and 2025 was not material.

ESPP employee payroll contributions accrued as of March 31, 2026 and December 31, 2025 are not material and are included within “Accrued expenses” in the Condensed Consolidated Balance Sheets. Cash withheld via employee payroll deductions is presented within “Other financing activities” in the Condensed Consolidated Statements of Cash Flows.

NOTE 14 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of financial instruments reported in the accompanying Condensed Consolidated Balance Sheets for “Cash”, “Accounts receivable, net”, “Accounts payable”, “Accrued expenses” and “Other current liabilities” approximate fair value due to the immediate or short-term nature or maturity of these financial instruments.

Below is a description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring basis:

Debt Instruments

The carrying value of the Company's debt instruments vary from their fair values. The fair values were determined by reference to transacted prices and quotes for these instruments and upon current borrowing rates with similar maturities, which are Level 2 fair value inputs. The estimated fair value, as well as the carrying value, of the Company's debt instruments are shown below:


	March 31, 2026		December 31, 2025
Estimated aggregate fair value (1)	$	688.1	$	701.6
Aggregate carrying value (1)		744.3		752.8

(1) Total debt excluding the impact of unamortized debt discount and debt issuance costs.

Derivative Financial Instruments

In the normal course of business, we are exposed to market risks associated with changes in foreign currency exchange rates, commodity prices, and interest rates. To manage a portion of these inherent risks, we may purchase certain types of derivative financial instruments based on management's judgment of the trade-off between risk, opportunity, and cost. We do not hold or issue derivative financial instruments for trading or speculative purposes. The impact of hedge ineffectiveness for those derivatives where hedge accounting is applied was not significant in any of the periods presented. The Company has determined the fair value of all our derivative contracts are based on Level 2 inputs such as quoted market prices for similar instruments from third parties and inputs other than quoted prices that are observable (forward curves, implied volatility, counterparty credit risks). The Company reviews counterparty credit risks at regular intervals and has not experienced any significant credit loss as a result of counterparty nonperformance in the past.

Fuel Purchase Contracts

From time to time, we enter into fixed price swap contracts to purchase gasoline and diesel fuel to protect cash flows from the risks associated with fluctuations in fuel prices on a portion of anticipated future purchases. The fixed price swap contracts to purchase gasoline and diesel fuel are derivative instruments not designated as hedging instruments under Topic 815.

The fuel swap contracts are in gallons with various maturity dates through February 2027 with a total notional value of $4.0 million as of March 31, 2026. The fuel swap contracts, foreign currency purchase hedges, and interest rate cap, which expired in December 2025, are immaterial individually and in the aggregate to the Company's condensed consolidated financial statements.

NOTE 15 — DIVESTITURE

On March 1, 2026, the Company’s Material Handling segment entered into a definitive agreement and closed on the divestiture of its one location battery shop business in New England for $1.5 million in cash at closing, subject to fees and closing costs, resulting in a gain on the divestiture of $0.2 million disclosed in the line item “Gain on divestiture” in our Condensed Consolidated Statements of Operations. The Company allocated the proceeds from the divesture to reduce its outstanding senior indebtedness.

See the Condensed Consolidated Statements of Cash Flows for the total cash inflow in “Proceeds from divestiture, net” and the gain on sale in “Gain on divestiture” for the cash flow impact of the divestiture activity.

NOTE 16 — SEGMENTS

The Company has three operating segments which are also our reportable segments: Material Handling, Construction Equipment, and Master Distribution. All other business activities, including corporate, are included in “Corporate and Other”. The Company’s segments are determined based on management structure, which is organized based on types of products and services sold, as described in the following paragraphs. The operating results for each segment are reported separately to the Company’s CEO (our Chief Operating Decision Maker or “CODM”) to make decisions regarding the allocation of resources, to assess the Company’s performance and to make strategic decisions. The primary profitability measurement used by the CEO to evaluate performance and allocate resources to the segments is Adjusted EBITDA. The Company's presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies and is not necessarily indicative of the results of operations that would have occurred had each reportable segment been an independent, stand-alone entity during the periods presented.

The Material Handling segment is principally engaged in operations related to the sale, service, and rental of lift trucks and other material handling equipment in Michigan, Illinois, Indiana, New York (including New York City), Virginia and the New England region of the U.S. as well as Ontario and Quebec provinces of Canada.

The Construction Equipment segment is principally engaged in operations related to the sale, service, and rental of construction equipment in Michigan, Illinois, Indiana, Ohio, Pennsylvania, New York (excluding New York City), Florida and the New England region of the U.S. as well as Ontario, New Brunswick, and Quebec provinces of Canada.

The Master Distribution segment is principally engaged in large-scale environmental processing equipment distribution with sub dealers throughout the United States and Canada.

The Company retains various unallocated expense items at the general corporate level, which the Company refers to as “Corporate and Other” in the table below. Corporate and Other holds corporate debt and has minor transactional activity. Corporate and Other incurs expenses associated with compensation (including stock-based compensation) of our directors, corporate officers, and members of our shared-services team, consulting and legal fees related to divestitures, corporate governance, audit and tax preparation related fees and other compliance related matters, certain corporate development related expenses, interest expense associated with original issue discounts and deferred financing cost related to previous capital raises, and a portion of the Company’s income tax (benefit) expense. There is also intercompany elimination activity presented within Corporate and Other.

The following tables summarize key financial information by reportable segment:


	Three Months Ended March 31, 2026
	Material Handling		Construction Equipment		Master Distribution		Corporate and Other			Total
Revenues:
New and used equipment sales	$	72.8	$	121.2	$	14.1	$	(1.2	)	$	206.9
Parts sales		23.3		45.4		2.7		(0.2	)		71.2
Service revenues		34.0		29.4		0.2		—			63.6
Rental revenues		16.5		22.0		0.1		—			38.6
Rental equipment sales		3.9		26.3		—		—			30.2
Total revenues		150.5		244.3		17.1		(1.4	)		410.5
Cost of revenues:
New and used equipment sales		58.5		107.0		11.4		(1.2	)		175.7
Parts sales		14.7		31.6		1.5		(0.2	)		47.6
Service revenues		13.1		12.0		0.2		—			25.3
Rental revenues		1.2		2.8		—		—			4.0
Rental equipment sales		2.4		22.7		—		—			25.1
Selling, general and administrative expenses		47.6		53.6		2.6		4.4			108.2
Other segment items(1)		—		0.7		0.4		(4.6	)		(3.5	)
Segment adjusted EBITDA(2)		13.0		13.9		1.0		0.2			28.1
Depreciation and amortization											30.3
Interest expense											19.5
Other(1)

ALTA EQUIPMENT GROUP INC. 10-Q