What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-31 compared with 2025-07-31 · 206 added, 128 removed, 748 unchanged (31% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

2025 2024 2025 2024

22 unchanged sentences

(in millions, except par value)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 509 $ 388

Receivables (net of allowance of $ 10 and $ 9 at June 30, 2025 and December 31, 2024, respectively)

Receivables (net of allowance of $ 10 and $ 9 at September 30, 2025 and December 31, 2024, respectively)

Inventories 1,207 1,147

21 unchanged sentences

Common stock, $ 0.01 par value – authorized 300.0 shares;

issued 85.5 and 85.1 shares at June 30, 2025 and December 31, 2024, respectively

issued 85.5 and 85.1 shares at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 934 921

1 unchanged sentence

Accumulated other comprehensive income (loss) ( 284 ) ( 382 )

Less cost of shares of common stock in treasury – 20.6 and 19.4 shares at June 30, 2025 and December 31, 2024

Less cost of shares of common stock in treasury – 20.6 and 19.4 shares at September 30, 2025 and December 31, 2024

( 721 ) ( 672 )

33 unchanged sentences

64.9 $ 1 $ 927 $ 2,035 $ ( 276 ) $ ( 722 ) $ 1,965

Net income (loss) — — — 65 — — 65

Other comprehensive income (loss) – net of tax — — — — ( 8 ) — ( 8 )

Issuance of common stock related to compensation — — 1 — — — 1

Compensation under stock-based plans – net — — 6 — — — 6

Dividends — — — ( 12 ) — — ( 12 )

Other — — — ( 1 ) — 1 —

Balance at September 30, 2025

64.9 $ 1 $ 934 $ 2,087 $ ( 284 ) $ ( 721 ) $ 2,017

Shares Common

26 unchanged sentences

66.3 $ 1 $ 909 $ 1,901 $ ( 343 ) $ ( 644 ) $ 1,824

Net income (loss) — — — 88 — — 88

Other comprehensive income (loss) – net of tax — — — — 64 — 64

Issuance of common stock related to compensation — — 1 — — — 1

Compensation under stock-based plans – net — — 4 — — — 4

Dividends — — — ( 11 ) — — ( 11 )

Acquisition of treasury stock ( 0.3 ) — — — — ( 12 ) ( 12 )

Other — — — ( 1 ) — — ( 1 )

Balance at September 30, 2024

66.0 $ 1 $ 914 $ 1,977 $ ( 279 ) $ ( 656 ) $ 1,957

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

2 unchanged sentences

(in millions)

Six Months Ended

Nine Months Ended

September 30,

Operating Activities

31 unchanged sentences

Basis of Presentation and Principles of Consolidation.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X.

9 unchanged sentences

Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.

Accounting Standards to be Implemented.

3 unchanged sentences

The guidance is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this guidance on its disclosures to the consolidated financial statements.

The Company expects the adoption to result in expanded income tax disclosures in its consolidated financial statements with no impact to its financial position, results of operations or cash flows.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, intangible asset amortization, and depreciation) included in certain expense captions presented on the face of the income statement (such as cost of sales and SG&A expenses).

1 unchanged sentence

The Company is currently evaluating the impact of this guidance on its disclosures to the consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

The guidance is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted.

The Company does not expect adoption to have a material effect on its consolidated financial statements.

Receivables and Allowance for Doubtful Accounts.

Receivables include $ 811 million and $ 560 million of trade accounts receivable at June 30, 2025 and December 31, 2024, respectively.

Receivables include $ 734 million and $ 560 million of trade accounts receivable at September 30, 2025 and December 31, 2024, respectively.

Trade accounts receivable are recorded at invoiced amount and do not bear interest.

5 unchanged sentences

Provision for credit losses 3

Balance as of June 30, 2025

Balance as of September 30, 2025

(1) Includes utilization of established reserves, net of recoveries and the impact of foreign exchange rate changes.

Revenue Recognition.

The Company estimated that $ 31 million and $ 20 million at June 30, 2025 and December 31, 2024, respectively, in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period.

The Company estimated that $ 37 million and $ 20 million at September 30, 2025 and December 31, 2024, respectively, in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period.

Remaining consideration pertains to contracts with multiple performance obligations and multi-year service agreements which are typically recognized as the performance obligation is satisfied.

2 unchanged sentences

Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized.

Current contract liabilities are recorded in Other current liabilities and non-current contract liabilities are recorded in Other non-current liabilities in the Consolidated Balance Sheet.

Current contract liabilities are recorded in Other current liabilities and non-current contract liabilities are recorded in Other non-current liabilities in the Company’s Condensed Consolidated Balance Sheet.

Contract liabilities are reduced when the associated revenue from the contract is recognized .

The Company had no contract assets as of June 30, 2025 and December 31, 2024.

June 30, 2025 December 31, 2024

The Company had no contract assets as of September 30, 2025 and December 31, 2024.

September 30, 2025 December 31, 2024

Contract liabilities - current

4 unchanged sentences

The supplier invoices that have been confirmed as valid under the program require payment in full within 60-90 days of invoice date.

Confirmed obligation amounts outstanding were $ 33 million and $ 25 million at June 30, 2025 and December 31, 2024, respectively.

Confirmed obligation amounts outstanding were $ 36 million and $ 25 million at September 30, 2025 and December 31, 2024, respectively.

Confirmed obligation amounts outstanding were included in Trade accounts payable in the Company’s Condensed Consolidated Balance Sheet.

20 unchanged sentences

Foreign exchange effect/other ( 1 )

Balance as of June 30, 2025

Balance as of September 30, 2025

Fair Value Measurements.

Assets and liabilities measured at fair value on a recurring basis under the provisions of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement and Disclosure” (“ASC 820”) include commodity swaps, cross currency swaps and foreign exchange contracts discussed in Note I – “Derivative Financial Instruments” and debt discussed in Note J – “Long-Term Obligations”.

These instruments are valued using observable market data for similar assets and liabilities or the present value of future cash payments and receipts.

Assets and liabilities measured at fair value on a recurring basis under the provisions of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement and Disclosure” (“ASC 820”) include identifiable assets acquired and liabilities assumed in a business combination discussed in Note D – “Acquisitions and Divestitures”;

commodity swaps, cross currency swaps and foreign exchange contracts discussed in Note I – “Derivative Financial Instruments”;

and debt discussed in Note J – “Long-Term Obligations”.

These assets and liabilities are valued using observable market data for similar assets and liabilities or the present value of future cash payments and receipts.

ASC 820 establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs).

28 unchanged sentences

Business segment information is presented below (in millions):

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Net sales $ 537 $ 417 $ 435 $ 1,389

15 unchanged sentences

Individually, each of these categories represents an insignificant amount.

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Net sales $ 1,594 $ 1,253 $ 1,264 $ 4,111

15 unchanged sentences

Individually, each of these categories represents an insignificant amount.

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Net sales $ 619 $ 444 $ 151 $ 1,214

15 unchanged sentences

Individually, each of these categories represents an insignificant amount.

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Net sales $ 1,974 $ 1,463 $ 454 $ 3,891

15 unchanged sentences

Individually, each of these categories represents an insignificant amount.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

$ 6 $ 14 $ 36 $ 44

MP 4 11 12 31

Corporate 5 4 13 11

Total $ 24 $ 29 $ 84 $ 88

September 30,

2025 December 31,

7 unchanged sentences

Three Months Ended

June 30, 2025

September 30, 2025

ES Corporate and Other / Eliminations Total

7 unchanged sentences

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $ 992 million for the three months ended June 30, 2025 attributable to the U.S., the Company’s country of domicile.

Six Months Ended

June 30, 2025

(2) Total sales for all segments in the aggregate include $929 million for the three months ended September 30, 2025 attributable to the U.S., the Company’s country of domicile.

Nine Months Ended

September 30, 2025

ES Corporate and Other / Eliminations Total

7 unchanged sentences

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $ 1,809 million for the six months ended June 30, 2025 attributable to the U.S., the Company’s country of domicile.

(2) Total sales for all segments in the aggregate include $2,737 million for the nine months ended September 30, 2025 attributable to the U.S., the Company’s country of domicile.

Three Months Ended

June 30, 2024

September 30, 2024

ES Corporate and Other / Eliminations Total

7 unchanged sentences

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $ 810 million for the three months ended June 30, 2024 attributable to the U.S., the Company’s country of domicile.

Six Months Ended

June 30, 2024

(2) Total sales for all segments in the aggregate include $ 748 million for the three months ended September 30, 2024 attributable to the U.S., the Company’s country of domicile.

Nine Months Ended

September 30, 2024

ES Corporate and Other / Eliminations Total

7 unchanged sentences

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $ 1,542 million for the six months ended June 30, 2024 attributable to the U.S., the Company’s country of domicile.

(2) Total sales for all segments in the aggregate include $ 2,291 million for the nine months ended September 30, 2024 attributable to the U.S., the Company’s country of domicile.

The Company attributes sales to unaffiliated customers in different geographical areas based on the location of the customer.

1 unchanged sentence

Three Months Ended

June 30, 2025

September 30, 2025

ES Corporate and Other / Eliminations Total

9 unchanged sentences

(1) Includes other product types, intercompany sales and eliminations.

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

ES Corporate and Other / Eliminations Total

10 unchanged sentences

Three Months Ended

June 30, 2024

September 30, 2024

ES Corporate and Other / Eliminations Total

7 unchanged sentences

(1) Includes other product types, intercompany sales and eliminations.

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

ES Corporate and Other / Eliminations Total

8 unchanged sentences

NOTE C – INCOME TAXES

During the three months ended June 30, 2025, the Company recognized income tax expense of $ 17 million on income of $ 89 million, an effective tax rate of 18.5 %, as compared to income tax expense of $ 33 million on income of $ 174 million, an effective tax rate of 19.2 %, for the three months ended June 30, 2024.

The lower effective tax rate for the three months ended June 30, 2025 when compared with the three months ended June 30, 2024 is primarily due to an increase in favorable discrete items.

During the six months ended June 30, 2025, the Company recognized income tax expense of $ 22 million on income of $ 115 million, an effective tax rate of 18.9 %, as compared to income tax expense of $ 62 million on income of $ 311 million, an effective tax rate of 19.8 %, for the six months ended June 30, 2024.

The lower effective tax rate for the six months ended June 30, 2025 when compared with the six months ended June 30, 2024 is primarily due to an increase in favorable discrete items.

NOTE D – ACQUISITIONS

During the three months ended September 30, 2025, the Company recognized income tax expense of $ 29 million on income of $ 94 million, an effective tax rate of 31.4 %, as compared to income tax expense of $ 11 million on income of $ 99 million, an effective tax rate of 11.1 %, for the three months ended September 30, 2024.

The higher effective tax rate for the three months ended September 30, 2025 when compared with the three months ended September 30, 2024 is primarily due to an increase in unfavorable discrete items of which the most significant relates to change in German tax legislation.

During the nine months ended September 30, 2025, the Company recognized income tax expense of $ 51 million on income of $ 209 million, an effective tax rate of 24.5 %, as compared to income tax expense of $ 73 million on income of $ 410 million, an effective tax rate of 17.8 %, for the nine months ended September 30, 2024.

The higher effective tax rate for the nine months ended September 30, 2025 when compared with the nine months ended September 30, 2024 is primarily due to an increase in unfavorable discrete items of which the most significant relates to change in German tax legislation.

NOTE D – ACQUISITIONS AND DIVESTITURES

Environmental Solutions Group Acquisition

On October 8, 2024 (“Closing Date”), in accordance with the Transaction Agreement, dated as of July 21, 2024, as amended by the First Amendment to the Transaction Agreement, dated as of October 8, 2024 (and as may be further amended, the “TA”), by and between the Company and Dover Corporation (“Dover”), the Company completed its acquisition of the subsidiaries and assets that constitute ESG from Dover for a purchase price of $ 2,010 million in cash, subject to customary closing adjustments to be finalized after the Closing Date (the “Acquisition”).

On October 8, 2024 (the “Closing Date”), in accordance with the Transaction Agreement, dated as of July 21, 2024, as amended by the First Amendment to the Transaction Agreement, dated as of October 8, 2024 (and as may be further amended, the “TA”), by and between the Company and Dover Corporation (“Dover”), the Company completed its acquisition of the subsidiaries and assets that constitute ESG from Dover for a purchase price of $ 2,010 million in cash, subject to customary closing adjustments finalized after the Closing Date (the “Acquisition”).

The Company financed the purchase price and related fees and expenses using the net proceeds from the 6.25% Senior Notes, new term loan borrowings under the New Term Facility and cash on hand.

2 unchanged sentences

ESG's product brands include Heil, Marathon, Curotto-Can, Bayne Thinline, and Parts Central as well as digital solutions offerings 3rd Eye and Soft-Pak.

ESG's products and services across equipment, digital, and aftermarket offerings are complementary to Terex's businesses, and will allow Terex to expand its customer base, providing customers with a broader suite of environmental equipment solutions, and realizing economies of scale.

ESG will also complement and strengthen Terex’s portfolio with synergies in the fast-growing waste and recycling end market.

ESG's products and services across equipment, digital, and aftermarket offerings are complementary to Terex's businesses, and allows Terex to expand its customer base, providing customers with a broader suite of environmental equipment solutions, and realizing economies of scale.

ESG also complements and strengthens Terex’s portfolio with synergies in the fast-growing waste and recycling end market.

Net Assets Acquired

The Company has applied purchase accounting to ESG and the results of the operations are included in the Company’s consolidated financial statements following the Closing Date.

The application of purchase accounting under ASC 805 requires the recognition and measurement of the identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.

The net assets and liabilities of ESG were recorded at their estimated fair value using Level 3 inputs.

The application of purchase accounting under ASC 805 requires the recognition and measurement of the identifiable assets acquired and liabilities assumed at their fair values as of the acquisition date.

The net assets and liabilities of ESG were recorded at their fair value using Level 3 inputs.

In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations, future revenue growth, profitability, appropriate discount rates, attrition rates, royalty rates, growth rates and economic lives.

The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed.

however, certain tax positions require further analysis and were not yet final as of June 30, 2025.

Accordingly, these preliminary estimates are subject to adjustments during the measurement period, not to exceed one year from the acquisition date, based upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition.

The finalization of these items could impact the purchase price allocation.

The transaction was recorded as a business combination using the acquisition method which requires measurement of identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.

The Company finalized the purchase accounting as of September 30, 2025.

Goodwill was calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized.

Accordingly, the aggregate value of the consideration paid by Terex to complete the Acquisition is allocated to the assets acquired and liabilities assumed in the Acquisition based upon their estimated fair values as of the acquisition date.

The following table summarizes the preliminary estimated fair values of the ESG assets acquired and liabilities assumed and related deferred income taxes as of the Closing Date (in millions).

The following table summarizes the fair values of the ESG assets acquired and liabilities assumed and related deferred income taxes as of the Closing Date (in millions).

October 8, 2024

11 unchanged sentences

Net assets acquired

In the first half of 2025, additional adjustments to fair value of inventory, intangibles and other current liabilities were recorded.

In the first three quarters of 2025, additional adjustments to fair value of inventory, intangibles and other current liabilities were recorded.

These adjustments do not have a material effect on our Condensed Consolidated Financial Statements.

Terex anticipates that the net assets acquired may differ from the preliminary assessment outlined above upon completion of the fair value assessment.

Any changes to the initial estimates of fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

Any changes to the initial estimates of fair value of the assets and liabilities have been recorded as adjustments to those assets and liabilities and residual amounts have been allocated to goodwill.

In April 2025, the purchase price was finalized following a post-closing adjustment agreed upon with Dover, resulting in a $ 10 million reduction to both the purchase price and goodwill.

11 unchanged sentences

(in millions, except per share data)

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2024

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2024

$ 1,444 $ 4,557

1 unchanged sentence

Diluted earnings per share net income

On August 6, 2025, the Company entered into a definitive agreement with Raimondi Cranes SpA, a global manufacturer of cranes based in Milan, Italy, to sell its tower and rough terrain cranes businesses within the MP segment for total consideration of $ 115 million, subject to customary closing adjustments to be finalized after the closing date.

The transaction includes its tower cranes facility in Fontanafredda, Italy, rough terrain cranes facility in Crespellano, Italy, and the North America cranes service and support operation in Wilmington, North Carolina.

This transaction will enable the Company to strengthen its capital structure and focus on its core operations.

The Company expects the transaction to close in the fourth quarter of 2025 and result in a gain at closing.

As of September 30, 2025, the assets and liabilities associated with these businesses met the criteria for classification as held-for-sale.

The held-for-sale assets and liabilities information is presented below (in millions):

September 30,

Receivables, net

Inventories 55

Prepaid and other current assets 1

Current assets held for sale

Property, plant and equipment – net $ 8

VAT receivable

Other assets 7

Non-current assets held for sale

Trade accounts payable $ 21

Accrued compensation and benefits 4

Other current liabilities 5

Current liabilities held for sale

Non-current liabilities held for sale

The amounts for current assets held for sale, non-current assets held for sale, current liabilities held for sale, and non-current liabilities held for sale were included within Prepaid and other current assets, Other assets, Other current liabilities, and Other non-current liabilities, respectively, in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2025.

NOTE E – EARNINGS PER SHARE

(in millions, except per share data) Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

2025 2024 2025 2024

12 unchanged sentences

Non-vested restricted stock awards and restricted stock units (“Restricted Stock”) granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share using the treasury stock method.

Weighted average Restricted Stock of approximately 0.4 million and 0.1 million were outstanding during the three months ended June 30, 2025 and 2024, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

Weighted average Restricted Stock of approximately 0.5 million and 0.1 million were outstanding during the six months ended June 30, 2025 and 2024, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

Weighted average Restricted Stock of approximately 0.1 million and 0.1 million were outstanding during the three months ended September 30, 2025 and 2024, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

Weighted average Restricted Stock of approximately 0.3 million and 0.1 million were outstanding during the nine months ended September 30, 2025 and 2024, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

NOTE F – INVENTORIES

Inventories consist of the following (in millions):

September 30,

2025 December 31,

4 unchanged sentences

Inventories $ 1,207 $ 1,147

Inventory reserves were $ 92 million and $ 79 million at June 30, 2025 and December 31, 2024, respectively.

Inventory reserves were $ 77 million and $ 79 million at September 30, 2025 and December 31, 2024, respectively.

NOTE G – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment – net consist of the following (in millions):

September 30,

2025 December 31,

14 unchanged sentences

99 191 803 1,093

Reclass to held-for-sale

— ( 8 ) — ( 8 )

Foreign exchange effect and other 2 9 ( 7 ) 4

Balance at June 30, 2025, gross

Balance at September 30, 2025, gross

140 215 796 1,151

Accumulated impairment ( 39 ) ( 23 ) — ( 62 )

Balance at June 30, 2025, net

Balance at September 30, 2025, net

$ 101 $ 192 $ 796 $ 1,089

Intangible assets, net were comprised of the following (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Weighted Average Life

10 unchanged sentences

$ 1,187 $ ( 139 ) $ 1,048 $ 1,191 $ ( 84 ) $ 1,107

Three Months Ended June 30,

Six Months Ended

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in millions) 2025 2024 2025 2024

11 unchanged sentences

Commodity Swaps

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 5 million and $ 9 million at June 30, 2025 and December 31, 2024, respectively.

Commodity swaps outstanding at June 30, 2025 mature on or before November 30, 2025.

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 1 million and $ 9 million at September 30, 2025 and December 31, 2024, respectively.

Commodity swaps outstanding at September 30, 2025 mature on or before November 30, 2025.

The Company uses commodity swaps to mitigate price risk for hot rolled coil steel.

3 unchanged sentences

Cross Currency Swaps

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 490 million and $ 466 million at June 30, 2025 and December 31, 2024, respectively.

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 490 million and $ 466 million at September 30, 2025 and December 31, 2024, respectively.

The Company uses these cross currency swaps to mitigate its exposure to changes in foreign currency exchange rates related to a net investment in a Euro-denominated functional currency subsidiary.

6 unchanged sentences

Fair values of these contracts are derived using quoted forward foreign exchange prices to interpolate values of outstanding trades at the reporting date based on their maturities.

Foreign exchange contracts outstanding at June 30, 2025 mature on or before December 31, 2025.

The Company had $ 160 million and $ 314 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at June 30, 2025 and December 31, 2024, respectively.

Foreign exchange contracts outstanding at September 30, 2025 mature on or before December 31, 2025.

The Company had $ 149 million and $ 314 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at September 30, 2025 and December 31, 2024, respectively.

The majority of gains and losses recognized from foreign exchange contracts not designated as hedging instruments are offset by changes in the underlying exposures the contracts are intended to mitigate, resulting in no material net impact on earnings.

Changes in the fair value of these derivative financial instruments are recognized as gains or losses in COGS and Other income (expense) – net in the Condensed Consolidated Statement of Comprehensive Income (Loss).

The Company had no foreign exchange contracts outstanding that were designated as cash flow hedging instruments at June 30, 2025 and December 31, 2024.

The Company had no foreign exchange contracts outstanding that were designated as cash flow hedging instruments at September 30, 2025 and December 31, 2024.

The following table provides the location and fair value amounts of derivative instruments designated and not designated as hedging instruments that are reported in the Condensed Consolidated Balance Sheet (in millions):

September 30,

2025 December 31,

12 unchanged sentences

Instrument Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2025 Income Statement Account Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2025

September 30, 2025

Nine Months Ended

September 30, 2025 Income Statement Account Three Months Ended

September 30, 2025

Nine Months Ended

September 30, 2025

Commodity swaps $ — $ 3 Cost of goods sold $ — $ ( 2 )

3 unchanged sentences

Instrument Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

September 30, 2024

Nine Months Ended

September 30, 2024

Income Statement Account Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

September 30, 2024

Nine Months Ended

September 30, 2024

Commodity swaps $ ( 1 ) $ ( 4 ) Cost of goods sold $ — $ 1

5 unchanged sentences

Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2025

September 30, 2025

Nine Months Ended

September 30, 2025

Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2025

September 30, 2025

Nine Months Ended

September 30, 2025

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 1,105 ) $ ( 3,300 ) $ ( 45 ) $ ( 132 )

7 unchanged sentences

Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

September 30, 2024

Nine Months Ended

September 30, 2024

Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

September 30, 2024

Nine Months Ended

September 30, 2024

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 967 ) $ ( 3,015 ) $ ( 13 ) $ ( 44 )

Gain (loss) reclassified from AOCI into Income (loss):

Commodity swaps — 1 — —

Amount excluded from effectiveness testing recognized in Income (loss) based on amortization approach:

5 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Instrument Income Statement Account 2025

8 unchanged sentences

See Note L - “Stockholders’ Equity” for unrealized net gains (losses), net of tax, included in AOCI.

Within unrealized net gains (losses) included in AOCI as of June 30, 2025, it is estimated that approximately $ 1 million of gains are expected to be reclassified into earnings in the next twelve months.

Within unrealized net gains (losses) included in AOCI as of September 30, 2025, the Company expects an immaterial amount of losses to be reclassified into earnings in the next twelve months.

NOTE J – LONG-TERM OBLIGATIONS

13 unchanged sentences

The principal changes contained in Amendment No.

1 relate to the replacement of the adjusted LIBOR with term Secured Overnight Financing Rate.

1 relate to the replacement of the adjusted LIBOR with term Secured Overnight Financing Rate (“SOFR”).

The Credit Agreement contemplated uncommitted incremental amounts in excess of $ 300 million that may be extended by the lenders, at their option, as long as the Company satisfies the maximum permitted level of senior secured leverage as defined in the Credit Agreement.

1 unchanged sentence

2 (the “Amendment No.

2”) to the Credit Agreement dated as of April 1, 2021 (the “Amended Credit Agreement”), with certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG as successor administrative agent and successor collateral agent.

2”) to the Credit Agreement dated as of April 1, 2021 (the “Amended Credit Agreement No.

2”), with certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG as successor administrative agent and successor collateral agent.

The Amendment No.

2 (i) increased the size of the Company’s existing revolving credit facilities to $ 800 million and extended the maturity of the Company’s existing revolving credit facilities to expire on October 8, 2029 (the “New Revolving Credit Facilities”) and (ii) provided for a new seven-year term loan facility in an aggregate principal amount of $ 1,250 million with a maturity date of October 8, 2031 (the “New Term Facility”, together with the New Revolving Credit Facilities, the “New Credit Facilities”).

In addition, the Amended Credit Agreement increased the size of the letter of credit facility.

The Amended Credit Agreement provides for the issuance of letters of credit (the “L/C Facility”) of up to $ 500 million (the utilization of which would decrease availability under the New Revolving Credit Facilities) and permits the Company to have additional secured facilities for the issuance of letters of credit outside of the Amended Credit Agreement (the “Additional L/C Facility”) of up to $ 400 million (the utilization of which would not decrease availability under the New Revolving Credit Facilities).

In addition, the Amended Credit Agreement No.

2 increased the size of the letter of credit facility.

The Amended Credit Agreement No.

2 provides for the issuance of letters of credit (the “L/C Facility”) of up to $ 500 million (the utilization of which would decrease availability under the New Revolving Credit Facilities) and permits the Company to have additional secured facilities for the issuance of letters of credit outside of the Amended Credit Agreement No.

2 (the “Additional L/C Facility”) of up to $ 400 million (the utilization of which would not decrease availability under the New Revolving Credit Facilities).

The aggregate amount of letters of credit which the Company may issue under the L/C Facility and the Additional L/C Facility may not at any time exceed $ 500 million, of which up to $ 400 million may be issued under the Additional L/C Facility.

Borrowings under the New Term Facility initially bear interest at a per annum rate equal to Term SOFR, plus 2.00 % subject to a stepdown of 0.25 % based on achieving and maintaining a first lien net leverage ratio equal to or less than 0.50 x.

On August 12, 2025, the Company and certain of its subsidiaries entered into a Refinancing Facility Agreement and Amendment No.

3 (the “Amendment No.

3”) to the Credit Agreement dated as of April 1, 2021 (the “Amended Credit Agreement”), with certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent.

The principal changes contained in the Amendment No.

3 are (i) the Company’s U.S.

Dollar denominated term loans will now bear interest at a rate of SOFR plus 1.75 %.

Previously, the U.S.

Dollar denominated term loans outstanding were priced at SOFR plus 2.00 %, (ii) the spread on the revolving credit facilities was reduced by 12.5 to 25 basis points and (iii) Terex International Financial Services Company Unlimited Company was removed as a borrower.

The Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and default provisions.

7 unchanged sentences

and redeeming debt.

In particular, the New Revolving Credit Facilities requires the Company to maintain a first lien net leverage ratio of not more than 3.00 x, which will be tested only if more than 30 % of the total revolving credit commitments extended under the New Revolving Credit Facilities are utilized as of the last day of any fiscal quarter, subject to certain exclusions.

In particular, the New Revolving Credit Facilities require the Company to maintain a first lien net leverage ratio of not more than 3.00 x, which will be tested only if more than 30 % of the total revolving credit commitments extended under the New Revolving Credit Facilities are utilized as of the last day of any fiscal quarter, subject to certain exclusions.

The New Term Facility does not have the benefit of, or have any rights with respect to, the financial maintenance covenant.

The Amended Credit Agreement provides for customary events of default which include, among other things, (subject in certain cases to customary grace and cure periods) defaults based on (i) the failure to make payments under the Indenture when due, (ii) breach of covenants, (iii) the occurrence of a default under other material indebtedness, (iv) a change of control, (v) bankruptcy events and (vi) material judgments.

The Company was in compliance with all covenants contained in the Amended Credit Agreement as of June 30, 2025.

The Company had no Revolver amounts outstanding at June 30, 2025 and December 31, 2024, respectively.

The Company was in compliance with all covenants contained in the Amended Credit Agreement as of September 30, 2025.

The Company had no Revolver amounts outstanding at September 30, 2025 and December 31, 2024, respectively.

The Company obtains letters of credit that generally serve as collateral for certain liabilities included in the Condensed Consolidated Balance Sheet and guaranteeing the Company’s performance under contracts.

3 unchanged sentences

Letters of credit outstanding (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

$500 Million Facility

7 unchanged sentences

The 5 % Notes are jointly and severally guaranteed by certain of the Company’s domestic subsidiaries.

The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of June 30, 2025 and December 31, 2024.

The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of September 30, 2025 and December 31, 2024.

The Company may redeem the 5 % Notes in whole or in part, on or after May 15, 2024, at the redemption prices set forth in an indenture dated as of April 1, 2021.

3 unchanged sentences

The 6.25 % Notes are jointly and severally guaranteed by certain of the Company’s domestic subsidiaries.

The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of June 30, 2025 and December 31, 2024.

The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of September 30, 2025 and December 31, 2024.

The Company may redeem the 6.25 % Notes in whole or in part, on or after October 15, 2027, at the redemption prices set forth in an indenture dated as of October 8, 2024 (the “Indenture”).

4 unchanged sentences

This arrangement was accounted for as a secured borrowing with a pledge of collateral for the cash proceeds received, as the transfer does not meet the criteria for sale accounting.

As a result, the VAT receivables pledged as collateral remain in receivables and a liability of $ 20 million and $ 18 million are presented in long term debt in the Condensed Consolidated Balance Sheet as of June 30, 2025 and December 31, 2024, respectively.

The long term debt classification is based on estimated timing of VAT refund from the Italian government which is expected to be greater than 12 months.

Fair Value of Debt

The Company estimates the fair value of its debt set forth below as of June 30, 2025, as follows (in millions, except for quotes):

The Company estimates the fair value of its debt set forth below as of September 30, 2025, as follows (in millions, except for quotes):

Book Value Quote Fair Value

21 unchanged sentences

however, it cannot be reasonably estimated due to limited availability of the unique facts and circumstances of each arrangement, such as whether changes have been made to the structure of the contractual obligation between the funder and customer.

For credit guarantees outstanding as of June 30, 2025 and December 31, 2024, the maximum exposure determined was $ 68 million and $ 72 million, respectively.

For credit guarantees outstanding as of September 30, 2025 and December 31, 2024, the maximum exposure determined was $ 61 million and $ 72 million, respectively.

Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years .

The allowance for credit losses on credit guarantees was $ 7 million at June 30, 2025 and December 31, 2024.

The allowance for credit losses on credit guarantees was $ 8 million and $ 7 million at September 30, 2025 and December 31, 2024, respectively.

There can be no assurance that historical experience in used equipment markets will be indicative of future results.

2 unchanged sentences

Changes in Accumulated Other Comprehensive Income (Loss)

The table below presents changes in AOCI by component for the three and six months ended June 30, 2025 and 2024.

The table below presents changes in AOCI by component for the three and nine months ended September 30, 2025 and 2024.

All amounts are net of tax (in millions).

Three Months Ended

June 30, 2025

September 30, 2025

Three Months Ended

June 30, 2024

September 30, 2024

CTA Derivative Hedging Adj.

13 unchanged sentences

$ ( 193 ) $ ( 38 ) $ ( 2 ) $ ( 51 ) $ ( 284 ) $ ( 215 ) $ ( 10 ) $ ( 2 ) $ ( 52 ) $ ( 279 )

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2025

Nine Months Ended

September 30, 2024

CTA Derivative Hedging Adj.

13 unchanged sentences

Stock-Based Compensation

During the six months ended June 30, 2025, the Company awarded 0.9 million shares of Restricted Stock to its employees with a weighted average fair value of $ 40.96 per share.

During the nine months ended September 30, 2025, the Company awarded 1 million shares of Restricted Stock to its employees with a weighted average fair value of $ 41.31 per share.

Approximately 64 % of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants.

15 unchanged sentences

In December 2022, Terex’s Board authorized the additional repurchase of up to $ 150 million of the Company’s outstanding shares of common stock.

In July 2025, the Board authorized a further repurchase of up to $ 150 million of the Company’s outstanding shares of common stock.

The table below presents shares repurchased, inclusive of transactions executed but not settled, by the Company under these programs.

Six Months Ended

Nine Months Ended

Total Number of

3 unchanged sentences

The table below presents dividends declared by Terex’s Board and paid to the Company’s stockholders:

Year First Quarter Second Quarter

Year First Quarter Second Quarter Third Quarter

$ 0.17 $ 0.17 $ 0.17

In July 2025, the Board declared a dividend of $ 0.17 per share, which will be paid on September 19, 2025 to the Company’s stockholders of record as of August 11, 2025.

Additionally, the Board authorized an additional repurchase of up to $ 150 million of the Company’s outstanding shares of common stock.

In October 2025, the Board declared a dividend of $ 0.17 per share, which will be paid on December 19, 2025 to the Company’s stockholders of record as of November 10, 2025.

NOTE M – SUBSEQUENT EVENT

On October 30, 2025, the Company entered into a definitive merger agreement with REV Group (“REV Group”), a publicly traded manufacturer of specialty vehicles and related aftermarket parts and services, in a stock-and-cash transaction (the “Merger”).

Under the terms of the agreement, REV Group shareholders will receive, for each REV Group share, 0.9809 of a share of the combined company and $ 8.71 in cash ($ 425 million in total).

The Merger will create a diversified specialty equipment manufacturer of emergency, waste, utilities, environmental and material processing equipment with attractive end markets characterized by low cyclicality and long-term growth profiles.

The Merger is expected to close in the first half of 2026, subject to approval by both companies’ shareholders, required regulatory clearance, and satisfaction of other customary closing conditions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements