TEREX CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS TEREX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (unaudited) (in millions, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net sales $ 1,387 $ 1,212 $ 4,103 $ 3,886 Cost of goods sold ( 1,105 ) ( 967 ) ( 3,300 ) ( 3,015 ) Gross profit 282 245 803 871 Selling, general and administrative expenses ( 142 ) ( 123 ) ( 465 ) ( 398 ) Operating profit 140 122 338 473 Other income (expense) Interest income 3 3 7 9 Interest expense ( 45 ) ( 13 ) ( 132 ) ( 44 ) Other income (expense) – net ( 4 ) ( 13 ) ( 4 ) ( 28 ) Income (loss) before income taxes 94 99 209 410 (Provision for) benefit from income taxes ( 29 ) ( 11 ) ( 51 ) ( 73 ) Net income (loss) $ 65 $ 88 $ 158 $ 337 Earnings (loss) per share Basic $ 0.99 $ 1.32 $ 2.40 $ 5.03 Diluted $ 0.98 $ 1.31 $ 2.38 $ 4.98 Weighted average number of shares outstanding in per share calculation Basic 65.6 66.9 65.9 67.0 Diluted 66.2 67.4 66.4 67.7 Comprehensive income (loss) $ 57 $ 152 $ 256 $ 345 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 TEREX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) (in millions, except par value) September 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 509 $ 388 Receivables (net of allowance of $ 10 and $ 9 at September 30, 2025 and December 31, 2024, respectively) 821 643 Inventories 1,207 1,147 Prepaid and other current assets 206 142 Total current assets 2,743 2,320 Non-current assets Property, plant and equipment – net 738 714 Goodwill 1,089 1,093 Intangible assets – net 1,048 1,107 Other assets 548 496 Total assets $ 6,166 $ 5,730 Liabilities and Stockholders’ Equity Current liabilities Current portion of long-term debt 13 4 Trade accounts payable 696 580 Accrued compensation and benefits 127 117 Other current liabilities 439 372 Total current liabilities 1,275 1,073 Non-current liabilities Long-term debt, less current portion 2,580 2,580 Other non-current liabilities 294 245 Total liabilities 4,149 3,898 Commitments and contingencies Stockholders’ equity Common stock, $ 0.01 par value – authorized 300.0 shares; issued 85.5 and 85.1 shares at September 30, 2025 and December 31, 2024, respectively 1 1 Additional paid-in capital 934 921 Retained earnings 2,087 1,964 Accumulated other comprehensive income (loss) ( 284 ) ( 382 ) 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 ) Total stockholders’ equity 2,017 1,832 Total liabilities and stockholders’ equity $ 6,166 $ 5,730 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 TEREX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (unaudited) (in millions) Outstanding Shares Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Common Stock in Treasury Total Balance at December 31, 2024 65.7 $ 1 $ 921 $ 1,964 $ ( 382 ) $ ( 672 ) $ 1,832 Net income (loss) — — — 21 — — 21 Other comprehensive income (loss) – net of tax — — — — 32 — 32 Issuance of common stock related to compensation 0.4 — 22 — — — 22 Compensation under stock-based plans – net 0.2 — ( 25 ) — — 6 ( 19 ) Dividends — — — ( 11 ) — — ( 11 ) Acquisition of treasury stock ( 0.8 ) — — — — ( 33 ) ( 33 ) Other — — 1 — — ( 1 ) — Balance at March 31, 2025 65.5 $ 1 $ 919 $ 1,974 $ ( 350 ) $ ( 700 ) $ 1,844 Net income (loss) — — — 72 — — 72 Other comprehensive income (loss) – net of tax — — — — 74 — 74 Issuance of common stock related to compensation — — 1 — — — 1 Compensation under stock-based plans – net — — 7 — — — 7 Dividends — — — ( 11 ) — — ( 11 ) Acquisition of treasury stock ( 0.6 ) — — — — ( 22 ) ( 22 ) Balance at June 30, 2025 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 6 Outstanding Shares Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Common Stock in Treasury Total Balance at December 31, 2023 66.1 $ 1 $ 906 $ 1,675 $ ( 287 ) $ ( 623 ) $ 1,672 Net income (loss) — — — 109 — — 109 Other comprehensive income (loss) – net of tax — — — — ( 29 ) — ( 29 ) Issuance of common stock related to compensation 0.5 — 24 — — — 24 Compensation under stock-based plans – net — — ( 31 ) — — 1 ( 30 ) Dividends — — — ( 11 ) — — ( 11 ) Acquisition of treasury stock — — — — — ( 3 ) ( 3 ) Other — — 1 ( 1 ) — — — Balance at March 31, 2024 66.6 $ 1 $ 900 $ 1,772 $ ( 316 ) $ ( 625 ) $ 1,732 Net income (loss) — — — 141 — — 141 Other comprehensive income (loss) – net of tax — — — — ( 27 ) — ( 27 ) Issuance of common stock related to compensation — — 1 — — — 1 Compensation under stock-based plans – net — — 8 — — — 8 Dividends — — — ( 12 ) — — ( 12 ) Acquisition of treasury stock ( 0.3 ) — — — — ( 19 ) ( 19 ) Balance at June 30, 2024 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 . 7 TEREX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) (in millions) Nine Months Ended September 30, 2025 2024 Operating Activities Net income (loss) $ 158 $ 337 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 120 45 Stock-based compensation expense 25 23 Inventory and other non-cash charges 20 23 Changes in operating assets and liabilities (net of effects of acquisitions and divestitures): Receivables ( 163 ) ( 122 ) Inventories ( 73 ) ( 45 ) Trade accounts payable 140 ( 109 ) Other assets and liabilities 9 ( 15 ) Foreign exchange and other operating activities, net ( 1 ) 12 Net cash provided by (used in) operating activities 235 149 Investing Activities Capital expenditures ( 84 ) ( 88 ) Other investing activities, net 40 8 Net cash provided by (used in) investing activities ( 44 ) ( 80 ) Financing Activities Repayments of debt ( 92 ) ( 135 ) Proceeds from issuance of debt 95 135 Share repurchases ( 55 ) ( 34 ) Dividends paid ( 34 ) ( 34 ) Other financing activities, net ( 12 ) ( 20 ) Net cash provided by (used in) financing activities ( 98 ) ( 88 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents 28 — Net Increase (Decrease) in Cash and Cash Equivalents 121 ( 19 ) Cash and Cash Equivalents at Beginning of Period 388 371 Cash and Cash Equivalents at End of Period $ 509 $ 352 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 TEREX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE A – BASIS OF PRESENTATION Basis of Presentation and Principles of Consolidation. 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. Accordingly, they do not include all information and footnotes required by U.S. GAAP to be included in full-year financial statements. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from audited consolidated financial statements as of that date, but does not include all disclosures required by U.S. GAAP. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for year ended December 31, 2024. The Condensed Consolidated Financial Statements include accounts of Terex Corporation, its majority-owned subsidiaries and other controlled subsidiaries (“Terex” or the “Company”). The Company consolidates all majority-owned and controlled subsidiaries, applies equity method of accounting for investments in which the Company is able to exercise significant influence and applies the cost method for investments which do not have readily determinable fair values. All intercompany balances, transactions and profits have been eliminated. Certain prior period amounts have been reclassified to conform with the 2025 presentation. In the opinion of management, adjustments considered necessary for the fair statement of these interim financial statements have been made. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. 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. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure in the rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciliation items in some categories if the items meet a quantitative threshold. The guidance also requires disclosure of income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is effective for annual periods beginning after December 15, 2024. 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). The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. 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 $ 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. Allowance for doubtful accounts is the Company’s estimate of current expected credit losses on its existing accounts receivable and determined based on historical customer assessments, current financial conditions, and reasonable and supportable forecasts. Account balances are charged off against the allowance when the Company determines the receivable will not be recovered. There can be no assurance that the Company’s estimate of accounts receivable collection will be indicative of future results. 9 The following table summarizes changes in the consolidated allowance for doubtful accounts (in millions): Balance as of December 31, 2024 $ 9 Provision for credit losses 3 Other (1) ( 2 ) Balance as of September 30, 2025 $ 10 (1) Includes utilization of established reserves, net of recoveries and the impact of foreign exchange rate changes. Revenue Recognition. 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. We expect to recognize approximately 53 % of the Company’s unsatisfied (or partially satisfied) performance obligations as revenue through 2026, 24 % in 2027, and 12 % in 2028, with the remaining balance to be recognized in 2029 and thereafter. The Company applied the standard’s practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed. 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 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 September 30, 2025 and December 31, 2024. September 30, 2025 December 31, 2024 Contract liabilities - current $ 23 $ 20 Contract liabilities - non-current 19 16 Supplier Finance. The Company has supplier finance programs to pay third-party banks the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices. Terex or the bank may terminate the agreement upon 30 days’ notice. 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 $ 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. Guarantees. The Company issues guarantees to financial institutions related to the financing of equipment purchases by customers. The expectation of losses or non-performance is evaluated based on consideration of historical customer assessments, current financial conditions, reasonable and supportable forecasts, equipment collateral value and other factors. Reserves are recorded for expected loss over the contractual period of risk exposure. See Note K – “Litigation and Contingencies” for additional information regarding guarantees issued to financial institutions. Accrued Warranties . The Company records accruals for potential warranty claims based on its claim experience. The Company’s products are typically sold with a standard warranty covering defects that arise during a fixed period. Each business provides a warranty specific to products it offers. The specific warranty offered by a business is a function of customer expectations and competitive forces. Warranty length is generally a fixed period of time, a fixed number of operating hours or both. A liability for estimated warranty claims is accrued at the time of sale. The current portion of the product warranty liability is included in Other current liabilities and the non-current portion is included in Other non-current liabilities in the Company’s Condensed Consolidated Balance Sheet. The liability is established using historical warranty claims experience for each product sold. Historical claims experience may be adjusted for known design improvements or for the impact of unusual product quality issues. Assumptions are updated for known events that may affect the potential warranty liability. 10 The following table summarizes changes in the consolidated product warranty liability (in millions): Balance as of December 31, 2024 $ 54 Accruals for warranties issued during the period 37 Changes in estimates 7 Settlements during the period ( 47 ) Foreign exchange effect/other ( 1 ) Balance as of September 30, 2025 $ 50 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 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). The hierarchy consists of three levels: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). Determining which category an asset or liability falls within this hierarchy requires judgment. The Company evaluates its hierarchy disclosures each quarter. NOTE B – BUSINESS SEGMENT INFORMATION Terex is a global industrial equipment manufacturer of materials processing machinery, waste and recycling solutions, mobile elevating work platforms (MEWPs), and equipment for the electric utility industry. The Company designs, builds, and supports products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, and the entertainment industry. Terex provides lifecycle support to its customers through its global parts and services organization, and offers complementary digital solutions, designed to help customers maximize their return on their investment. Certain Terex products and solutions enable customers to reduce their impact on the environment including electric and hybrid offerings that deliver quiet and emission-free performance, products that support renewable energy, and products that aid in the recovery of useful materials from various types of waste. The Company’s products are manufactured in North America, Europe, and Asia Pacific and sold worldwide. Terex engages with customers through all stages of the product life cycle, from initial specification to parts and service support. The Company identifies its operating segments according to how business activities are managed and evaluated. Effective January 1, 2025, the Company reports its business in the following reportable segments: (i) Aerials, (ii) Materials Processing (“MP”) and (iii) Environmental Solutions (“ES”). The Company’s Environmental Solutions Group (“ESG”) and Utilities operating segments share similar economic characteristics and are aggregated into one reportable segment, ES. Aerials designs, manufactures, services and markets aerial work platform equipment and telehandlers as well as their related components and replacement parts. Customers use these products to construct and maintain industrial, commercial, institutional and residential buildings and facilities, for purposes within the entertainment industry, and for other commercial operations, as well as in a wide range of infrastructure projects. MP designs, manufactures, services and markets materials processing and specialty equipment, including crushers, washing systems, screens, trommels, apron feeders, material handlers, pick and carry cranes, rough terrain cranes, tower cranes, wood processing, biomass and recycling equipment, concrete mixer trucks and concrete pavers, conveyors, and their related components and replacement parts. Customers use these products in construction, infrastructure and recycling projects, in various quarrying and mining applications, as well as in landscaping and biomass production industries, material handling applications, maintenance applications to lift equipment or material, moving materials and equipment on rugged or uneven terrain, lifting construction material and placing material at point of use. 11 ES designs, manufactures, services and markets waste, recycling and utility equipment and solutions, including refuse collection bodies, hydraulic cart lifters, automated carry cans, compaction, balers, recycling equipment, digger derricks, insulated aerial devices, self-propelled articulating insulated booms, and cameras with integrated smart technology, as well as related components and replacement parts, and waste hauler software solutions. Customers use these products in the solid waste and recycling industry, and for construction and maintenance of transmission and distribution lines, tree trimming, and foundation drilling applications. The Company assists customers in their rental, leasing and acquisition of its products through Terex Financial Services (“TFS”). TFS uses its equipment financing experience to facilitate financial products and services to assist customers in the acquisition of the Company’s equipment. TFS is included in Corporate and Other. Corporate and Other also includes eliminations among the three reportable segments, as well as general and corporate items. Business segment information is presented below (in millions): Three Months Ended September 30, 2025 Aerials MP ES Total Net sales $ 537 $ 417 $ 435 $ 1,389 Reconciliation of net sales Corporate and Other / Eliminations ( 2 ) Consolidated net sales 1,387 Less: (1) Cost of goods sold 445 322 340 1,107 Compensation expense 23 26 20 69 Other segment items (2) 24 17 17 58 Segment operating profit $ 45 $ 52 $ 58 $ 155 Reconciliation of operating profit Corporate and Other / Eliminations ( 15 ) Consolidated operating profit $ 140 (1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. (2) Other segment items includes corporate management charges, professional services, travel & entertainment, depreciation & amortization, property & utilities, selling & marketing, research & development, communication & software, staff amenities, and finance expenses. Individually, each of these categories represents an insignificant amount. 12 Nine Months Ended September 30, 2025 Aerials MP ES Total Net sales $ 1,594 $ 1,253 $ 1,264 $ 4,111 Reconciliation of net sales Corporate and Other / Eliminations ( 8 ) Consolidated net sales 4,103 Less: (1) Cost of goods sold 1,347 977 982 3,306 Compensation expense 71 77 60 208 Other segment items (2) 83 62 47 192 Segment operating profit $ 93 $ 137 $ 175 $ 405 Reconciliation of operating profit Corporate and Other / Eliminations ( 67 ) Consolidated operating profit $ 338 (1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. (2) Other segment items includes corporate management charges, professional services, travel & entertainment, depreciation & amortization, property & utilities, selling & marketing, research & development, communication & software, staff amenities, and finance expenses. Individually, each of these categories represents an insignificant amount. Three Months Ended September 30, 2024 Aerials MP ES Total Net sales $ 619 $ 444 $ 151 $ 1,214 Reconciliation of net sales Corporate and Other / Eliminations ( 2 ) Consolidated net sales 1,212 Less: (1) Cost of goods sold 507 341 120 968 Compensation expense 22 26 6 54 Other segment items (2) 27 21 5 53 Segment operating profit $ 63 $ 56 $ 20 $ 139 Reconciliation of operating profit Corporate and Other / Eliminations ( 17 ) Consolidated operating profit $ 122 (1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. (2) Other segment items includes corporate management charges, professional services, travel & entertainment, depreciation & amortization, property & utilities, selling & marketing, research & development, communication & software, staff amenities, and finance expenses. Individually, each of these categories represents an insignificant amount. 13 Nine Months Ended September 30, 2024 Aerials MP ES Total Net sales $ 1,974 $ 1,463 $ 454 $ 3,891 Reconciliation of net sales Corporate and Other / Eliminations ( 5 ) Consolidated net sales 3,886 Less: (1) Cost of goods sold 1,549 1,111 364 3,024 Compensation expense 72 83 18 173 Other segment items (2) 83 64 18 165 Segment operating profit $ 270 $ 205 $ 54 $ 529 Reconciliation of operating profit Corporate and Other / Eliminations ( 56 ) Consolidated operating profit $ 473 (1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. (2) Other segment items includes corporate management charges, professional services, travel & entertainment, depreciation & amortization, property & utilities, selling & marketing, research & development, communication & software, staff amenities, and finance expenses. Individually, each of these categories represents an insignificant amount. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Depreciation and amortization Aerials $ 7 $ 6 $ 20 $ 19 MP 5 5 14 14 ES 24 2 74 5 Corporate 4 2 11 7 Total $ 40 $ 15 $ 119 $ 45 Capital expenditures Aerials $ 6 $ 14 $ 36 $ 44 MP 4 11 12 31 ES 9 — 23 2 Corporate 5 4 13 11 Total $ 24 $ 29 $ 84 $ 88 September 30, 2025 December 31, 2024 Identifiable assets Aerials $ 1,850 $ 1,660 MP 2,042 1,885 ES 2,850 2,806 Corporate and Other / Eliminations ( 576 ) ( 621 ) Total $ 6,166 $ 5,730 14 Sales between segments are generally priced to recover costs plus a reasonable markup for profit, which is eliminated in consolidation. Geographic net sales information is presented below (in millions): Three Months Ended September 30, 2025 Aerials MP ES Corporate and Other / Eliminations Total Net sales by region North America $ 387 $ 179 $ 430 $ — $ 996 Western Europe 92 105 — — 197 Asia-Pacific 28 90 2 — 120 Rest of World (1) 30 43 3 ( 2 ) 74 Total (2) $ 537 $ 417 $ 435 $ ( 2 ) $ 1,387 (1) Includes intercompany sales and eliminations. (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 Aerials MP ES Corporate and Other / Eliminations Total Net sales by region North America $ 1,176 $ 551 $ 1,252 $ 2 $ 2,981 Western Europe 246 328 — — 574 Asia-Pacific 82 246 4 — 332 Rest of World (1) 90 128 8 ( 10 ) 216 Total (2) $ 1,594 $ 1,253 $ 1,264 $ ( 8 ) $ 4,103 (1) Includes intercompany sales and eliminations. (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 September 30, 2024 Aerials MP ES Corporate and Other / Eliminations Total Net sales by region North America $ 454 $ 204 $ 148 $ 3 $ 809 Western Europe 83 108 — — 191 Asia-Pacific 42 87 1 — 130 Rest of World (1) 40 45 2 ( 5 ) 82 Total (2) $ 619 $ 444 $ 151 $ ( 2 ) $ 1,212 (1) Includes intercompany sales and eliminations. (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. 15 Nine Months Ended September 30, 2024 Aerials MP ES Corporate and Other / Eliminations Total Net sales by region North America $ 1,364 $ 682 $ 445 $ 6 $ 2,497 Western Europe 340 360 — — 700 Asia-Pacific 134 278 5 1 418 Rest of World (1) 136 143 4 ( 12 ) 271 Total (2) $ 1,974 $ 1,463 $ 454 $ ( 5 ) $ 3,886 (1) Includes intercompany sales and eliminations. (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. Product type net sales information is presented below (in millions): Three Months Ended September 30, 2025 Aerials MP ES Corporate and Other / Eliminations Total Net sales by product type Aerial Work Platforms $ 441 $ — $ — $ 1 $ 442 Materials Processing Equipment — 278 — — 278 Specialty Equipment — 139 — — 139 Utility Equipment — — 159 — 159 ESG Equipment — — 250 — 250 Other (1) 96 — 26 ( 3 ) 119 Total $ 537 $ 417 $ 435 $ ( 2 ) $ 1,387 (1) Includes other product types, intercompany sales and eliminations. Nine Months Ended September 30, 2025 Aerials MP ES Corporate and Other / Eliminations Total Net sales by product type Aerial Work Platforms $ 1,327 $ — $ — $ 1 $ 1,328 Materials Processing Equipment — 796 — — 796 Specialty Equipment — 456 — — 456 Utility Equipment — — 448 — 448 ESG Equipment — — 740 — 740 Other (1) 267 1 76 ( 9 ) 335 Total $ 1,594 $ 1,253 $ 1,264 $ ( 8 ) $ 4,103 (1) Includes other product types, intercompany sales and eliminations. 16 Three Months Ended September 30, 2024 Aerials MP ES Corporate and Other / Eliminations Total Net sales by product type Aerial Work Platforms $ 506 $ — $ — $ — $ 506 Materials Processing Equipment — 273 — — 273 Specialty Equipment — 171 — — 171 Utility Equipment — — 149 — 149 Other (1) 113 — 2 ( 2 ) 113 Total $ 619 $ 444 $ 151 $ ( 2 ) $ 1,212 (1) Includes other product types, intercompany sales and eliminations. Nine Months Ended September 30, 2024 Aerials MP ES Corporate and Other / Eliminations Total Net sales by product type Aerial Work Platforms $ 1,673 $ — $ — $ 1 1,674 Materials Processing Equipment — 961 — — 961 Specialty Equipment — 502 — — 502 Utility Equipment — — 451 — 451 Other (1) 301 — 3 ( 6 ) 298 Total $ 1,974 $ 1,463 $ 454 $ ( 5 ) $ 3,886 (1) Includes other product types, intercompany sales and eliminations. 17 NOTE C – INCOME TAXES 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 (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. See Note J – “Long-Term Obligations” for definition of the New Term Facility and additional details on financing transactions. ESG designs and manufactures refuse collection bodies, waste compaction equipment, and associated parts and digital solutions. 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 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 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. The Company finalized the purchase accounting as of September 30, 2025. The transaction was recorded as a business combination using the acquisition method which requires measurement of identifiable assets acquired and liabilities assumed at their fair values as of the acquisition date. 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 fair values as of the acquisition date. 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). 18 October 8, 2024 Cash acquired $ 11 Receivables, net 131 Inventory, net 106 Prepaid and other current assets 2 Property, plant & equipment 85 Goodwill 796 Identified intangibles subject to amortization 1,114 Other assets 7 Total assets acquired $ 2,252 Trade accounts payable 118 Other current liabilities 86 Other non-current liabilities 48 Total liabilities assumed $ 252 Net assets acquired $ 2,000 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. 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. Goodwill of $ 796 million resulting from the acquisition was assigned to the ES segment. Goodwill consists of intangible assets that do not qualify for separate recognition which includes assembled workforce and expected synergies from the business combinations. The following table summarizes the identifiable definite-lived intangible assets acquired (in millions): Weighted Average Life (in years) Gross Carrying Amount Definite-lived intangible assets: Trade names 15 $ 141 Customer relationships 14 824 Technology 12 149 Total definite-lived intangible assets $ 1,114 Unaudited Pro Forma Information The following unaudited pro forma information has been presented as if the ESG Acquisition occurred on January 1, 2023. This information is based on historical results of operations, adjusted for acquisition accounting adjustments, and is not necessarily indicative of what the results would have been had the Company operated the business since January 1, 2023, nor does it intend to be a projection of future results. 19 (in millions, except per share data) Three Months Ended Nine Months Ended September 30, 2024 September 30, 2024 Net sales $ 1,444 $ 4,557 Net income 85 319 Basic earnings per share net income 1.27 4.76 Diluted earnings per share net income 1.26 4.71 Divestitures 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, 2025 Assets Receivables, net $ 9 Inventories 55 Prepaid and other current assets 1 Current assets held for sale $ 65 Property, plant and equipment – net $ 8 Goodwill 8 VAT receivable 8 Other assets 7 Non-current assets held for sale $ 31 Liabilities Trade accounts payable $ 21 Accrued compensation and benefits 4 Other current liabilities 5 Current liabilities held for sale $ 30 Non-current liabilities held for sale $ 4 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. 20 NOTE E – EARNINGS PER SHARE (in millions, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income (loss) $ 65 $ 88 $ 158 $ 337 Basic: Weighted average shares outstanding 65.6 66.9 65.9 67.0 Earnings (loss) per share $ 0.99 $ 1.32 $ 2.40 $ 5.03 Diluted: Basic weighted average shares outstanding 65.6 66.9 65.9 67.0 Effect of dilutive restricted stock 0.6 0.5 0.5 0.7 Diluted weighted average shares outstanding 66.2 67.4 66.4 67.7 Earnings (loss) per share $ 0.98 $ 1.31 $ 2.38 $ 4.98 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 0.1 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, 2024 Finished equipment $ 461 $ 406 Replacement parts 190 168 Work-in-process 117 121 Raw materials and supplies 439 452 Inventories $ 1,207 $ 1,147 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, 2024 Property $ 91 $ 76 Plant 373 348 Equipment 629 587 Leasehold improvements 63 60 Construction in progress 84 111 Property, plant and equipment – gross 1,240 1,182 Less: Accumulated depreciation ( 502 ) ( 468 ) Property, plant and equipment – net $ 738 $ 714 21 NOTE H – GOODWILL AND INTANGIBLE ASSETS An analysis of changes in the Company’s goodwill by business segment is as follows (in millions): Aerials MP ES Total Balance at December 31, 2024, gross $ 138 $ 214 $ 803 $ 1,155 Accumulated impairment ( 39 ) ( 23 ) — ( 62 ) Balance at December 31, 2024, net 99 191 803 1,093 Reclass to held-for-sale — ( 8 ) — ( 8 ) Foreign exchange effect and other 2 9 ( 7 ) 4 Balance at September 30, 2025, gross 140 215 796 1,151 Accumulated impairment ( 39 ) ( 23 ) — ( 62 ) Balance at September 30, 2025, net $ 101 $ 192 $ 796 $ 1,089 Intangible assets, net were comprised of the following (in millions): September 30, 2025 December 31, 2024 Weighted Average Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Technology 12 $ 153 $ ( 16 ) $ 137 $ 159 $ ( 12 ) $ 147 Customer relationships 15 860 ( 88 ) 772 858 ( 44 ) 814 Trade names 14 153 ( 18 ) 135 152 ( 10 ) 142 Land use rights 79 4 ( 1 ) 3 4 ( 1 ) 3 Other 9 17 ( 16 ) 1 18 ( 17 ) 1 Total definite-lived intangible assets $ 1,187 $ ( 139 ) $ 1,048 $ 1,191 $ ( 84 ) $ 1,107 Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2025 2024 2025 2024 Aggregate Amortization Expense $ 20 $ 1 $ 61 $ 2 Estimated aggregate intangible asset amortization expense for each of the next five years is as follows (in millions): 2025 $ 82 2026 81 2027 81 2028 81 2029 80 NOTE I – DERIVATIVE FINANCIAL INSTRUMENTS The Company operates internationally, with manufacturing and sales facilities in various locations around the world. In the normal course of business, the Company uses derivatives to manage commodity, currency and interest rate exposures. For a derivative to qualify for hedge accounting treatment at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions, and methods of assessing hedge effectiveness. Additionally, for hedges of forecasted transactions, significant characteristics and expected terms of a forecasted transaction must be specifically identified and it must be probable that each forecasted transaction will occur. If it is deemed probable the forecasted transaction will not occur, then the gain or loss would be recognized in current earnings. Financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged. The Company does not engage in trading or other speculative use of financial instruments. The Company records all derivative contracts at fair value on a recurring basis. 22 Commodity Swaps 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. Fair value of commodity swaps are based on observable market data for similar assets and liabilities. Changes in the fair value of commodity swaps are deferred in Accumulated other comprehensive income (loss) (“AOCI”). Gains or losses on commodity swaps are reclassified to Cost of goods sold (“COGS”) in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the hedged transaction affects earnings. 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 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. Fair values of cross currency swaps are based on the present value of future cash payments and receipts. Changes in the fair value of cross currency swaps are deferred in AOCI. Gains or losses on cross currency swaps are reclassified to Selling, general and administrative expenses in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the net investment is liquidated. Foreign Exchange Contracts The Company enters into foreign exchange contracts to manage variability of future cash flows associated with changing currency exchange rates. Foreign currency exchange contracts, whether designated or not designated as cash flow hedges, are used to mitigate exposure to changes in foreign currency exchange rates on recognized assets and liabilities or forecasted transactions. 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 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 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, 2024 Instrument (1) Balance Sheet Account Derivatives designated as hedges Derivatives not designated as hedges Derivatives designated as hedges Derivatives not designated as hedges Cross currency swaps - net investment hedge Other current assets $ 3 $ — $ 7 $ — Cross currency swaps - net investment hedge Other non-current assets 4 — 7 — Foreign exchange contracts Other current liabilities — ( 1 ) — — Cross currency swaps - net investment hedge Other current liabilities ( 3 ) — — — Commodity swaps Other current liabilities — — ( 1 ) — Cross currency swaps - net investment hedge Other non-current liabilities ( 62 ) — — — Net derivative asset (liability) $ ( 58 ) $ ( 1 ) $ 13 $ — (1) Categorized as Level 2 under the ASC 820 Fair Value Hierarchy. 23 The following tables provide the effect of derivative instruments that are designated as hedges in AOCI (in millions): Gain (Loss) Recognized on Derivatives in OCI, net of tax Gain (Loss) Reclassified from AOCI into Income (Loss) Instrument Three Months Ended 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 ) Cross currency swaps - net investment hedge 3 ( 48 ) Selling, general and administrative expenses — — Total $ 3 $ ( 45 ) Total $ — $ ( 2 ) Gain (Loss) Recognized on Derivatives in OCI, net of tax Gain (Loss) Reclassified from AOCI into Income (Loss) Instrument Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Income Statement Account Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Commodity swaps $ ( 1 ) $ ( 4 ) Cost of goods sold $ — $ 1 Cross currency swaps - net investment hedge ( 8 ) ( 1 ) Selling, general and administrative expenses — — Total $ ( 9 ) $ ( 5 ) Total $ — $ 1 The following tables provide the effect of derivative instruments that are designated as hedges in the Condensed Consolidated Statement of Comprehensive Income (Loss) (in millions): Classification and amount of Gain (Loss) Recognized in Income (Loss) Cost of goods sold Interest expense Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025 Three Months Ended 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 ) Gain (loss) reclassified from AOCI into Income (loss): Commodity swaps — ( 2 ) — — Amount excluded from effectiveness testing recognized in Income (loss) based on amortization approach: Cross currency swaps - net investment hedge — — 2 5 Total $ — $ ( 2 ) $ 2 $ 5 24 Classification and amount of Gain (Loss) Recognized in Income (Loss) Cost of goods sold Interest expense Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Three Months Ended 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: Cross currency swaps - net investment hedge — — 1 3 Total $ — $ 1 $ 1 $ 3 Derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency denominated assets and liabilities. The following table provides the effect of non-designated derivatives in the Condensed Consolidated Statement of Comprehensive Income (Loss) (in millions): Gain (Loss) Recognized in Income (Loss) Three Months Ended September 30, Nine Months Ended September 30, Instrument Income Statement Account 2025 2024 2025 2024 Foreign exchange contracts Cost of goods sold $ — $ 2 $ 1 $ — Foreign exchange contracts Other income (expense) – net — — 1 ( 1 ) Total $ — $ 2 $ 2 $ ( 1 ) In the Condensed Consolidated Statement of Comprehensive Income (Loss), the Company records hedging activity related to commodity swaps, cross currency swaps and foreign exchange contracts in the accounts for which the hedged items are recorded. On the Condensed Consolidated Statement of Cash Flows, the Company presents cash flows from hedging activities in the same manner as it records the underlying item being hedged. Counterparties to the Company’s derivative financial instruments are major financial institutions and commodity trading companies with credit ratings of investment grade or better and no collateral is required. There are no significant risk concentrations. Management continues to monitor counterparty risk and believes the risk of incurring losses on derivative contracts related to credit risk is unlikely and any losses would be immaterial. 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 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 Credit Agreement On January 31, 2017, the Company entered into a credit agreement with the lenders and issuing banks party thereto and Credit Suisse AG, Cayman Islands Branch (“CSAG”), as administrative agent and collateral agent, to provide the Company with a multi-currency revolving line of credit and senior secured term loans. This was subsequently amended to include (i) a $ 600 million revolving line of credit (the “Revolver”) and (ii) senior secured term loans totaling $ 600 million with a maturity date of January 31, 2024. On April 1, 2021, the Company entered into an amendment and restatement of the credit agreement (as amended and restated, the “Credit Agreement”) which included the following principal changes to the original credit agreement: (i) extension of the term of the Revolver to expire on April 1, 2026, (ii) reinstatement of financial covenants that were waived in 2020, (iii) decrease in the interest rate on the drawn Revolver by 25 basis points and (iv) certain other technical changes, including additional language regarding the potential cessation of LIBOR as a benchmark rate. In 2022, the Company completed the prepayment in full of the senior secured term loans. 25 On January 31, 2017, the Company entered into a Guarantee and Collateral Agreement with CSAG, as collateral agent for the lenders, granting security and guarantees to the lenders for amounts borrowed under the Credit Agreement. Pursuant to the Guarantee and Collateral Agreement, Terex is required to (a) pledge as collateral the capital stock of the Company’s material domestic subsidiaries and 65 % of the capital stock of certain of the Company’s material foreign subsidiaries and (b) provide a first priority security interest in substantially all of the Company’s domestic assets. On December 29, 2022, the Company entered into an amendment to the Guarantee and Collateral Agreement which included the following principal changes to the original agreement: (i) enabling a subsidiary to enter into hedging derivatives with external counterparties and (ii) inclusion of Terex subsidiary entities’ cash management services provided by lending banks to be secured under the Guarantee and Collateral Agreement. On May 8, 2023, the Company and certain of its subsidiaries entered into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement, with the lenders and issuing banks party thereto and CSAG. The principal changes contained in Amendment No. 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. On October 8, 2024, the Company entered into an Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No. 2 (the “Amendment No. 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 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. The covenants limit, in certain circumstances, the Company’s ability to take a variety of actions, including, but not limited to: incurring or guaranteeing additional indebtedness or issuing preferred equity; creating or maintaining liens; making investments; paying dividends or making other restricted payments; consolidating or merging or transferring all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries; transferring or selling assets, including stock of the Company’s subsidiaries; and redeeming debt. 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 September 30, 2025. 26 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. Letters of credit can be issued under two facilities provided in the Amended Credit Agreement and via bilateral arrangements outside the Amended Credit Agreement. The Company also has bilateral arrangements to issue letters of credit with various other financial institutions (the “Bilateral Arrangements”). The Bilateral Arrangements are not secured under the Amended Credit Agreement and do not decrease availability under the Revolver. Letters of credit outstanding (in millions): September 30, 2025 December 31, 2024 $500 Million Facility $ — $ — $400 Million Facility 45 47 Bilateral Arrangements 36 48 Total $ 81 $ 95 5% Senior Notes In April 2021, the Company sold and issued $ 600 million aggregate principal amount of Senior Notes Due 2029 (“5% Notes”) at par in a private offering. The proceeds from the 5 % Notes, together with cash on hand, was used: (i) to fund redemption and discharge of 5-5/8% Senior Notes and (ii) to pay related premiums, fees, discounts and expenses. 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 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. 6.25% Senior Notes On October 8, 2024, the Company sold and issued $ 750 million aggregate principal amount of Senior Notes Due 2032 (“6.25% Notes”) at par in a private offering. The proceeds from the 6.25 % Notes, together with new term loan borrowings under the New Term Facility and cash on hand, were used to consummate the Company’s acquisition of ESG, and to pay the related fees, costs, and expenses. 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 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”). Prior to October 15, 2027, the Company may redeem the 6.25 % Notes, in whole or in part, at a price equal to 100 % of the principal amount thereof plus a “make-whole” premium set forth in the Indenture. In addition, prior to October 15, 2027, the Company may redeem up to 40 % of the 6.25 % Notes with an amount equal to the proceeds of certain equity offerings. Secured Borrowings In October 2023, the Company entered into a Framework Agreement to transfer value added tax (“VAT”) receivables to a financial institution in exchange for cash in advance. 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 September 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. 27 Fair Value of Debt 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 5% Notes $ 600 0.98250 $ 590 6.25% Notes 750 1.01625 762 New Term Facility (net of discount) 1,238 1.00125 1,240 The fair value of debt reported in the table above is based on adjusted price quotations on the debt instruments in an inactive market. The Company believes that the carrying value of its other borrowings, including amounts outstanding, if any, for the revolving credit line under the Credit Agreement, approximate fair market value based on maturities for debt of similar terms. Fair values of debt reported in the table above are categorized under Level 2 of the ASC 820 hierarchy. See Note A – “Basis of Presentation” for an explanation of ASC 820 hierarchy. NOTE K – LITIGATION AND CONTINGENCIES General The Company is involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial, intellectual property and tax litigation, which have arisen in the normal course of operations. The Company is insured for product liability, general liability, workers’ compensation, employer’s liability, property damage and other insurable risks required by law or contract, with retained liability or deductibles. The Company records and maintains an estimated liability in the amount of management’s estimate of the Company’s aggregate exposure for such retained liabilities and deductibles. For such retained liabilities and deductibles, the Company determines its exposure based on probable loss estimations, which requires such losses to be both probable and the amount or range of probable loss to be estimable. The Company believes it has made appropriate and adequate reserves and accruals for its current contingencies and the likelihood of a material loss beyond amounts accrued is remote. The Company believes the outcome of such matters, individually and in aggregate, will not have a material adverse effect on its condensed consolidated financial statements. However, outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities which could have a material adverse effect on its results of operations. Other The Company is involved in various other legal proceedings which have arisen in the normal course of its operations. The Company has recorded provisions for estimated losses in circumstances where a loss is probable and the amount or range of possible amounts of the loss is estimable. Credit Guarantees The Company may assist customers in their rental, leasing and acquisition of its products by facilitating financing transactions directly between (i) end-user customers, distributors and rental companies and (ii) third-party financial institutions, providing recourse in certain circumstances. The current amount of the maximum liability is generally limited to our customer’s remaining payments due to the third-party financial institutions at the time of default; 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 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 $ 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. The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in used equipment markets at the time of loss. 28 NOTE L – STOCKHOLDERS’ EQUITY Changes in Accumulated Other Comprehensive Income (Loss) 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 September 30, 2025 Three Months Ended September 30, 2024 CTA Derivative Hedging Adj. Debt & Equity Securities Adj. Pension Liability Adj. Total CTA Derivative Hedging Adj. Debt & Equity Securities Adj. Pension Liability Adj. Total Beginning balance $ ( 180 ) $ ( 41 ) $ ( 2 ) $ ( 53 ) $ ( 276 ) $ ( 290 ) $ ( 1 ) $ ( 3 ) $ ( 49 ) $ ( 343 ) Other comprehensive income (loss) before reclassifications ( 13 ) 3 — 1 ( 9 ) 75 ( 9 ) 1 ( 4 ) 63 Amounts reclassified from AOCI — — — 1 1 — — — 1 1 Net other comprehensive income (loss) ( 13 ) 3 — 2 ( 8 ) 75 ( 9 ) 1 ( 3 ) 64 Ending balance $ ( 193 ) $ ( 38 ) $ ( 2 ) $ ( 51 ) $ ( 284 ) $ ( 215 ) $ ( 10 ) $ ( 2 ) $ ( 52 ) $ ( 279 ) Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 CTA Derivative Hedging Adj. Debt & Equity Securities Adj. Pension Liability Adj. Total CTA Derivative Hedging Adj. Debt & Equity Securities Adj. Pension Liability Adj. Total Beginning balance $ ( 338 ) $ 7 $ ( 3 ) $ ( 48 ) $ ( 382 ) $ ( 228 ) $ ( 5 ) $ ( 3 ) $ ( 51 ) $ ( 287 ) Other comprehensive income (loss) before reclassifications 145 ( 47 ) 1 ( 5 ) 94 13 ( 4 ) 1 ( 3 ) 7 Amounts reclassified from AOCI — 2 — 2 4 — ( 1 ) — 2 1 Net other comprehensive income (loss) 145 ( 45 ) 1 ( 3 ) 98 13 ( 5 ) 1 ( 1 ) 8 Ending balance $ ( 193 ) $ ( 38 ) $ ( 2 ) $ ( 51 ) $ ( 284 ) $ ( 215 ) $ ( 10 ) $ ( 2 ) $ ( 52 ) $ ( 279 ) Stock-Based Compensation 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. Approximately 25 % cliff vest at the end of a three-year period and are subject to performance targets that may or may not be met and for which the performance period has not yet been completed. Approximately 11 % cliff vest and are based on performance targets containing a market condition determined over a three-year period. Fair value of time-based awards is based on the market price of our common stock at the date of grant approval. The fair value of performance-based awards, except for awards based on a market condition, is based on the market price of our common stock at the date of grant approval, except fair values are multiplied by the probability of achievement as of the period-end date. For awards based on a market condition, fair value is based on the Monte Carlo method at grant date. The Monte Carlo method is a statistical simulation technique used to provide the grant date fair value of an award. The Company used the Monte Carlo method to determine grant date fair value of $ 42.06 per share for awards with a market condition granted on March 15, 2025. 29 The following table presents the weighted-average assumptions used in the valuations: Grant date March 15, 2025 Dividend yields 1.69 % Expected volatility 41.56 % Risk free interest rate 3.96 % Expected life (in years) 3 Share Repurchases In July 2018, Terex’s Board of Directors (“Board”) authorized the repurchase of up to $ 300 million of the Company’s outstanding shares of common stock. 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. Nine Months Ended September 30 Total Number of Shares Repurchased Amount of Shares Repurchased (in millions) 2025 1,360,706 $ 53 2024 567,108 $ 32 Dividends The table below presents dividends declared by Terex’s Board and paid to the Company’s stockholders: Year First Quarter Second Quarter Third Quarter 2025 $ 0.17 $ 0.17 $ 0.17 2024 $ 0.17 $ 0.17 $ 0.17 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. 30