What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-07 · 317 added, 472 removed, 1262 unchanged (38% of the section changed)

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Based on this assessment, the Company’s management has concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.

The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of the Company’s consolidated operations except for the operations of ESG, which the Company acquired on October 8, 2024.

ESG’s operations represent 4.4% of the Company’s consolidated revenues for the year ended December 31, 2024, and assets associated with ESG’s operations represent 40% of the Company’s consolidated total assets as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K.

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1-10702, dated October 8, 2024 and filed with the Commission October 9, 2024).

2.3 Agreement and Plan of Merger, dated as of October 29, 2025, by and among Terex Corporation, REV Group, Inc., Tag Merger Sub 1 Inc.

and Tag Merger Sub 2 LLC (incorporated by reference to Exhibit 2.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated October 29, 2025 and filed with the Commission October 30, 2025).

3.1 Restated Certificate of Incorporation of Terex Corporation (incorporated by reference to Exhibit 3.1 of the Form S-1 Registration Statement of Terex Corporation, Registration No.

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1-10702, dated July 17, 2007 and filed with the Commission on July 17, 2007).

3.5 Amended and Restated Bylaws of Terex Corporation (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated October 15, 2015 and filed with the Commission on October 19, 2015).

3.5 Amended and Restated Bylaws of Terex Corporation date d May 14, 2025 (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated May 14, 2025 and filed with the Commission on May 15, 2025 ).

4.1 Indenture, dated July 20, 2007, between Terex Corporation and HSBC Bank USA, National Association, as Trustee, relating to senior debt securities (incorporated by reference to Exhibit 4.1 of the Form S-3 Registration Statement of Terex Corporation, Registration No.

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Beck on February 9, 2022 (incorporated by reference to Exhibit 10.16 of the Form 10-K for the year ended December 31, 2021).

10.7 Employment Letter from Terex Corporation signed by Jennifer Kong-Picarello on November 18, 2024 (incorporated by reference to Exhibit 10.1 of the Form 10-Q for the quarter ended March 31, 2025 of Terex Corporation, Commission File No.

10.8 Form of Restricted Stock Agreement (time based 2020-2023) under the Terex Corporation 2018 Omnibus Incentive Plan between Terex Corporation and participants of the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form 10-Q for the quarter ended March 31, 2019 of Terex Corporation, Commission File No.

10.9 Form of Restricted Stock Agreement (performance based 2020-2023) under the Terex Corporation 2018 Omnibus Incentive Plan between Terex Corporation and participants of the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of the Form 10-Q for the quarter ended March 31, 2019 of Terex Corporation, Commission File No.

10.9 Form of Restricted Stock Award Agreement (time based 2024) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan.

10.10 Form of Restricted Stock Award Agreement (performance based 2024) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan.

10.11 Form of Restricted Stock Unit Agreement (time based 2024-2025) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan.

10.12 Form of Restricted Stock Unit Agreement (performance based 2024 -2025 ) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan.

10.10 Form of Restricted Stock Award Agreement (time based 2024) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 of the Form 10-K for the year ended Dece mber 31, 2024 of Terex Cor poration, Commission File No.

10.11 Form of Restricted Stock Award Agreement (performance based 2024) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 of the Form 10-K for the year ended December 31, 2024 of T erex Corporation, Commission File No.

10.12 Form of Restricted Stock Unit Agreement (time based 2024- 202 6 ) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhib i t 10.11 of the Form 10-K for the year ended December 3 1, 2024 of Terex Corporation, Commission File No.

10.13 Form of Restricted Stock Unit Agreement (performance based 2024- 202 6 ) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 of the Form 10-K for the year ended December 31, 2024 of Terex Corporation, Commission File No.

10.14 Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No.

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10.21 Amended and Restated Commitment Letter, dated August 2, 2024, among Terex Corporation, UBS Securities LLC, UBS AG, Stamford Branch, Bank of America, N.A., BofA Securities, Inc., Barclays Bank PLC, JPMorgan Chase Bank, N.A., BNP PARIBAS, BNP Paribas Securities Corp., HSBC Bank USA, National Association, HSBC Securities (USA) Inc., HSBC UK Bank PLC, Mizhuho Bank, Ltd.

and Santander Bank, N.A., related to the Commitment Letter dated July 21, 2024, among Terex Corporation, UBS Securities LLC and UBS AG, Stamford Branch (incorporated by reference to Exhibit 10.

2 of the Form 10-Q Quarterly Report, Commission File No.

and Santander Bank, N.A., related to the Commitment Letter dated July 21, 2024, among Terex Corporation, UBS Securities LLC and UBS AG, Stamford Branch (incorporated by reference to Exhibit 10.2 of the Form 10-Q Quarterly Report, Commission File No.

1-10702, dated September 30, 2024 and filed with the Commission October 30, 2024).

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1-10702, dated October 12, 2023 and filed with the Commission on October 17, 2023).

19.1 Insider Trading P olicy .

10.26 Refinancing Agreement and Amendment No.

3 (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated August 12, 2025, and filed with the Commission on August 14, 2025).

10.27 Amended and Restated REV Group, Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the REV Group, Inc.

Form 8-K Current Report, Commission File No.

1-37999, dated February 29, 2024, and filed with the Commission on March 1, 2024).

10.28 Form of Restricted Stock Unit Award Agreement under the Amended and Restated REV Group, Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 of the REV Group, Inc.

Form 10-K Annual Report, Commission File No.

1-37999, dated October 31, 2025, and filed with the Commission on December 10, 2025).

10.29 Board of Directors Form of Restricted Stock Unit Agreement under the Amended and Restated REV Group, Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 of the REV Group, Inc.

Form 10-K Annual Report, Commission File No.

1-37999, dated October 31, 2025, and filed with the Commission on December 10, 2025).

10.30 Form of Restricted Stock Award Agreement under the Amended and Restated REV Group, Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 of the REV Group, Inc.

Form 10-K Annual Report, Commission File No.

1-37999, dated October 31, 2025, and filed with the Commission on December 10, 2025).

19.1 Insider Trading Policy (incorporated by reference to Exh ibit 19.1 of the Form 10-K for the year ended December 31, 2024 of Terex Corporation, Commission File No 1-10702) .

21.1 Subsidiaries of Terex Corporation .

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(Principal Executive Officer)

Beck Senior Vice President and Chief Financial Officer

/s/ Jennifer Kong-Picarello

Senior Vice President and Chief Financial Officer

February 13, 2026

Beck (Principal Financial Officer)

Jennifer Kong-Picarello

(Principal Financial Officer)

/s/ Stephen A.

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Sachs Non-Executive Chairman

*/s/ Paula H.

Cholmondeley Director

*/s/ Jean Marie (John) Canan

Jean Marie (John) Canan

*/s/ David Dauch

*/s/ Don DeFosset Director

*/s/ Charles Dutil

Charles Dutil

*/s/ Maureen O’Connell

Maureen O’Connell

*/s/ Sandie O’Connor Director

Sandie O’Connor

*/s/ Christopher Rossi Director

Christopher Rossi

*/s/ Andra Rush

*/s/ Srikanth Padmanabhan Director

Srikanth Padmanabhan

*/s/ Andra Rush Director

*/s/ Oluseun Salami

Oluseun Salami

*By /s/ Julie A.

*/s/ Kathleen Steele

Kathleen Steele

*By /s/ Jennifer Kong-Picarello

February 13, 2026

Beck, as Attorney-in-Fact

Jennifer Kong-Picarello, as Attorney-in-Fact

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IN THE PERIOD ENDED DECEMBER 31, 2025

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm

Consolidated Statement of Income (Loss)

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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Environmental Solutions Group (ESG) during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Environmental Solutions Group (ESG)’s internal control over financial reporting associated with 40% of total assets and 4.4% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Environmental Solutions Group (ESG).

Basis for Opinions

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair Value of Acquired Customer Relationship Intangible Asset

As discussed in Notes A and D to the consolidated financial statements, during 2024, the Company acquired Environmental Solutions Group (ESG) for an aggregate purchase price of $2,010 million.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations which requires assets acquired and liabilities assumed to be recorded at fair value.

The Company recorded purchased intangible assets of $1,113 million, of which $823 million related to customer relationships.

Management estimated the fair value of the customer relationships intangible assets using an income approach.

We identified the evaluation of the fair value of certain customer relationships as a critical audit matter.

Subjective auditor judgment was required to evaluate certain assumptions used in the determination of the fair value of certain customer relationships, including the forecasts of future revenues, forecast of future costs, discount rates, and customer attrition rates.

Changes to those assumptions could have had a significant effect on the determination of the fair value measurements.

We also involved valuation professionals with specialized skills and knowledge to evaluate the discount rates and customer attrition rates used in the valuation.

Sufficiency of audit evidence over inventory quantities

As discussed in Notes A and F to the consolidated financial statements, the Company held $1,109 million of inventory, which was held at a large number of locations, as of December 31, 2025.

Inventories are primarily comprised of raw materials, work-in-process, and finished goods that are physically located at certain of the Company's manufacturing and distribution locations or Company-managed distribution locations.

The Company's processes to track and determine consolidated inventory relies on a perpetual inventory system which involves the interaction of information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence obtained related to the quantities of inventory at the Company’s manufacturing and distribution locations as well as Company-managed distribution locations within the Aerials and Materials Processing operating segments as a critical audit matter.

Challenging auditor judgment was required to assess the nature and extent of procedures to perform over the quantities of inventory because of the decentralized structure and geographic dispersion of the Company's manufacturing and distribution locations as well as Company-managed distribution locations across these operating segments.

Additionally, involvement of IT professionals with specialized skills and knowledge was required due to the interaction of IT systems and information used to track physical inventory quantities by location.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to management’s evaluation of the fair value of certain customer relationships, including those over the forecasts of future revenues, forecasts of future costs, discount rates, and customer attrition rates.

We evaluated the reasonableness of management’s forecasts of future revenues and costs by comparing the forecasts to historical results, internal communications to management and the Board of Directors, and forecasted information included in analyst and industry reports.

We also involved valuation professionals with specialized skills and knowledge who assisted in:

• evaluating the discount rates by comparing them to discount rate ranges that were independently developed using publicly available market data for peer entities

• evaluating the customer attrition rates by comparing them to historical attrition rates and industry information.

We applied auditor judgment to determine the nature and extent of procedures to be performed over inventories, including the determination of the Company’s manufacturing and distribution locations as well as Company-managed distribution locations for which those procedures were performed.

We evaluated the design and tested the operating effectiveness of certain internal controls over the quantities of inventory, including certain controls related to the Company's physical inventory cycle counts and materials receipted into stock.

We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT controls, inclusive of the interface of IT systems, which support the Company's perpetual inventory system.

We applied auditor judgment in determining the locations to test the Company's inventory quantities by evaluating the:

• homogeneity of the locations

• historical inventory locations we have visited and results of prior physical counts

• inventory dollars by location

• results of the Company's inventory cycle counts, including the results of the Company’s monitoring of compliance with the Company’s cycle count program performed at each location.

We tested the existence and completeness of inventory by counting inventory quantities on a sample basis through location visits during the year for inventory subject to cycle counts and at period end for inventory subject to full physical counts.

We evaluated the Company’s perpetual inventory records on a sample basis by inspecting vendor packing lists detailing the receipts of inventory to validate the quantity of inventory receipted before being taken into stock.

In addition, we evaluated the overall sufficiency of audit evidence obtained over the quantities of inventory.

We have served as the Company’s auditor since 2021.

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Selling, general and administrative expenses ( 576 ) ( 542 ) ( 540 )

Income (loss) from operations 526 637 420

Operating profit

Other income (expense)

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Debt and equity securities adjustment, net of (provision for) benefit from taxes of $ 0 , $ 0 and $ 0 for the years ended December 31, 2025, 2024 and 2023, respectively

Pension liability adjustment:

Net gain (loss), net of (provision for) benefit from taxes of $ 0 , $ 1 and $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively

Pension liability adjustment, net of (provision for) benefit from taxes of $( 1 ), $ 0 and $ 1 for the years ended December 31, 2025, 2024 and 2023, respectively

( 6 ) 3 ( 5 )

Amortization of actuarial (gain) loss, net of provision for (benefit from) taxes of $ 0 , $ 0 and $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively

Foreign exchange and other effects, net of (provision for) benefit from taxes of $ 0 , $ 0 and $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively

Total pension liability adjustment 3 ( 5 ) ( 2 )

Other comprehensive income (loss) 117 ( 95 ) 55

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Cash and cash equivalents $ 772 $ 388

Receivables (net of allowance of $ 9 and $ 8 at December 31, 2024 and 2023, respectively)

Receivables (net of allowance of $ 9 million at December 31, 2025 and 2024)

Inventories 1,109 1,147

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

TEREX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

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Acquisition of treasury stock ( 0.9 ) — — — — ( 50 ) ( 50 )

Other — — ( 1 ) 1 — — —

Balance at December 31, 2024

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Depreciation and amortization 158 82 56

(Gain) loss on sale of business

Deferred taxes ( 3 ) ( 10 ) ( 38 )

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Acquisitions, net of cash acquired, and investments — ( 2,001 ) ( 24 )

Proceeds from sale of business

Other investing activities, net 38 10 3

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If the qualitative assessment indicates a quantitative analysis should be performed or a quantitative analysis is directly elected, the Company evaluates goodwill for impairment by comparing the fair value of each of its reporting units to its carrying value, including the associated goodwill.

To determine the fair values, the Company uses an income approach, along with other relevant market information, derived from a discounted cash flow model to estimate fair value of its reporting units.

The Company uses a combination of the income approach (discounted cash flows) and market approach (market multiples) in estimating the fair value of its reporting units.

When preparing discounted cash flow models under the income approach, the Company estimates future cash flows using the reporting unit’s internal multi-year forecast, and a terminal value calculated using a growth rate that it believes is appropriate in light of current and expected future economic conditions.

To discount these cash flows, the Company uses its expected weighted average cost of capital, determined using a capital asset pricing model.

When using the market method under the market approach, the Company applies comparable publicly traded companies’ multiples (e.g., earnings, revenues) to its reporting units’ operating results.

An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any, would be recognized.

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Plant and equipment are depreciated over the estimated useful lives ( 1 - 40 years and 2 - 20 years, respectively) of the assets under the straight-line method of depreciation for financial reporting purposes and both straight-line and other methods for tax purposes.

Long-Lived Assets.

Long-Lived Assets Impairment.

The Company assesses the realizability of its long-lived assets, including definite-lived intangible assets, and evaluates such assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets (or group of assets) may not be recoverable.

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Revenue from services is recognized based on cost input method as the time and materials used in the repair portrays the most accurate depiction of completion of the performance obligation.

During the full year ended December 31, 2024, revenues generated from the sale of extended warranties and services were an immaterial portion of revenue.

During the full year ended December 31, 2025, 2024 and 2023, revenues generated from the sale of extended warranties and services were an immaterial portion of revenue.

At December 31, 2025, the Company estimated that $ 39 million 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.

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Contract liabilities - non-current

The Company sells equipment subject to leases and related lease payments.

Income from operating leases is recognized ratably over the lease term.

Revenue from sales-type leases is recognized at the inception of the lease.

For detailed sales information see Note B – “Business Segment Information”.

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The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments, if the rate is not implicit in the lease.

Consideration is given to the Company’s recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating incremental borrowing rates.

For detailed lease information see Note K – “Leases”.

Consideration is

given to the Company’s recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating incremental borrowing rates.

For detailed lease information see Note J – “Leases”.

Business Combinations.

The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition.

The determination of fair values of identifiable assets and liabilities requires significant judgments

and estimates and the use of valuation techniques when market value is not readily available.

The determination of fair values of identifiable assets and liabilities requires significant judgments and estimates and the use of valuation techniques when market value is not readily available.

For the valuation of intangible assets acquired in a business combination, the Company typically uses an income approach.

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Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

For detailed business combinations information see Note D - “Acquisitions and Dispositions”.

For detailed business combinations information see Note D - “Acquisitions and Divestitures”.

Supplier Finance.

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Confirmed invoices paid during the year

( 148 ) ( 8 )

Confirmed obligations outstanding at the end of the year

The Company issues guarantees to financial institutions related to financing of equipment purchases by customers.

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 N – “Litigation and Contingencies” for additional information regarding guarantees issued to financial institutions.

See Note L – “Litigation and Contingencies” for additional information regarding guarantees issued to financial institutions.

Accrued Warranties .

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Settlements during the period ( 64 )

Foreign exchange effect/other 6

Balance as of December 31, 2025

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Actual product liability costs could be different due to a number of variables such as the decisions of juries or judges.

Defined Benefit Pension and Other Post-retirement Benefits.

The Company provides post-retirement benefits to certain former salaried and hourly employees and certain hourly employees covered by bargaining unit contracts that provide such benefits.

The Company accounts for these benefits under ASC 715, “Compensation-Retirement Benefits” (“ASC 715”).

ASC 715 requires balance sheet recognition of the overfunded or underfunded status of pension and post-retirement benefit plans.

Under ASC 715, actuarial gains and losses and prior service costs or credits must be recognized in Accumulated other comprehensive income (loss) (“AOCI”), net of tax effects, until they are amortized as a component of net periodic benefit cost.

See Note L – “Retirement Plans and Other Benefits.”

Deferred Compensation.

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Stock-Based Compensation .

At December 31, 2024, the Company had stock-based employee compensation plans, which are described more fully in Note M – “Stockholders’ Equity.” The Company accounts for those plans under the recognition and measurement principles of ASC 718, “Compensation–Stock Compensation” (“ASC 718”).

At December 31, 2025, the Company had stock-based employee compensation plans, which are described more fully in Note K – “Stockholders’ Equity.” The Company accounts for those plans under the recognition and measurement principles of ASC 718, “Compensation–Stock Compensation” (“ASC 718”).

ASC 718 requires that expense resulting from all share-based payment transactions be recognized in the consolidated financial statements at fair value over the service period.

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Gains and losses on derivative instruments reported in AOCI are included in earnings in the periods in which earnings are affected by the hedged item.

See Note I – “Derivative Financial Instruments.”

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 470 million and $ 466 million at December 31, 2025 and 2024, respectively.

The Company had $ 114 million and $ 314 million notional value of foreign exchange contracts outstanding that were not designated as hedging instruments at December 31, 2025 and 2024, respectively.

Net gains and losses recognized in earnings on derivative financial instruments that do not qualify for hedge accounting were not material to our results of operations in any of the last three years.

Net gains and losses reclassified to earnings from AOCI related to qualified hedges were not material to our results of operations in any of the last three years and the Company does not expect the amount of these gains and losses that will be reclassified to earnings during the next year to be material.

Research and Development Costs.

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The amounts of or periods in which changes to reserves for uncertain tax positions will occur is difficult to predict.

The FASB released guidance on the accounting for tax on Global Intangible Low-taxed Income (“GILTI”).

The guidance indicates that either accounting for deferred taxes related to GILTI or treating any taxes on GILTI as period costs are both acceptable accounting policy elections.

The accounting guidance for tax on Global Intangible Low-taxed Income (“GILTI”) indicates that either accounting for deferred taxes related to GILTI or treating any taxes on GILTI as period costs are both acceptable accounting policy elections.

Terex elected to treat taxes on GILTI inclusions as period costs.

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Fair Value Measurements.

Assets and liabilities measured at fair value on a recurring basis under the provisions of 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 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, and debt discussed in Note I – “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).

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Accounting Standards Implemented in 2025

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2022-04, Supplier Finance Program (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations to enhance transparency about the use of supplier finance programs.

Under the ASU, an entity that provides for a supplier finance program in connection with the purchase of goods and services is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a roll forward of such amounts during each annual period and a description of where in the financial statements outstanding amounts are presented.

The amendments in ASU 2022-04 are effective for all entities for fiscal years beginning after December 15, 2022, including interim periods within those financial years, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, 2023.

The Company adopted the general disclosures of ASU 2022-04 in 2023 and has adopted the full requirements of the guidance in the current fiscal year.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires additional segment reporting disclosures, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 requires that companies disclose, at the reportable segment level, the significant segment expenses regularly provided to the chief operating decision maker (“CODM”), as well as the amount and composition of other segment items.

The ASU also requires companies to disclose the title and position of the CODM and how the CODM uses the reported measures of a segment’s profit or loss when assessing performance and deciding how to allocate resources.

Additionally, the ASU mandates that all segment disclosures currently required annually by Topic 280, including the enhancements outlined in the ASU, be disclosed on an interim basis.

The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company has adopted the disclosure requirements of this guidance in the current fiscal year.

Accounting Standards to be Implemented

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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.

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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 has prospectively adopted the expanded income tax disclosures in its consolidated financial statements with no impact to its financial position, results of operations or cash flows in the current fiscal year.

Accounting Standards to be Implemented

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).

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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.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which eliminates the accounting consideration of software project development stages and clarifies the threshold applied to begin capitalizing costs.

The guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted.

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

In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326).

The amendments in this update expand the use of the gross-up approach to certain acquired loans beyond purchased financial assets with credit deterioration.

The new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted.

The amendments in this update must be adopted prospectively to loans that are acquired on or after the initial application date.

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

NOTE B – BUSINESS SEGMENT INFORMATION

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The Company identifies its operating segments according to how business activities are managed and evaluated.

The Company reports its business in the following segments:

(i) Materials Processing (“MP”), (ii) Aerial Work Platforms (“AWP”) and (iii) Environmental Solutions Group (“ESG”).

Our Aerials and Utilities operating segments share similar economic characteristics and are aggregated into one reportable segment, AWP.

As the Company continues to integrate ESG during 2025 and refine how it manages those operations in the context of its overall business, it is possible that segment presentation could change.

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.

AWP designs, manufactures, services and markets aerial work platform equipment, utility 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, for construction and maintenance of transmission and distribution lines, tree trimming, certain construction and foundation drilling applications, and for other commercial operations, as well as in a wide range of infrastructure projects.

ESG designs, manufactures, services and markets waste and recycling equipment and solutions, including refuse collection bodies, hydraulic cart lifters, automated carry cans, compaction, balers and recycling equipment, 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.

Effective January 1, 2025, the Company reports its business in the following reportable segments:

(i) Environmental Solutions (“ES”), (ii) Material Processing (“MP”) and (iii) Aerials.

The Company’s Environmental Solutions Group (“ESG”) and Utilities operating segments share similar economic characteristics and are aggregated into one reportable segment, ES.

Information for the Utilities business, which was previously presented within Aerial Work Platforms (“AWP”), is now included in ES, and this change in presentation has been applied retrospectively.

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 and recycling equipment, digger derricks, insulated aerial devices, 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.

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, 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, and 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.

Aerials designs, manufactures, services and markets aerial work platform equipment and telehandlers as well as their related components and replacement parts.

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 uses its equipment financing expertise to facilitate financial products and services to assist customers in the procurement of Terex equipment.

TFS is included in Corporate and Other.

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The primary resource allocation process occurs predominantly in the annual budget and forecasting process.

The CODM then reviews and considers budget-to-actual variances on a monthly basis for both gross profit margin and segment profit or loss from operations before interest and income taxes, in order to determine whether to make any adjustments to capital allocations.

The CODM then reviews and considers budget-to-actual variances on a monthly basis for both gross profit

margin and segment profit or loss from operations before interest and income taxes, in order to determine whether to make any adjustments to capital allocations.

None of the Company’s customers individually accounted for more than 10% of consolidated net sales in 2025, 2024 or 2023.

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Year Ended December 31, 2025

MP AWP ESG Total

ES MP Aerials

$ 1,691 $ 1,681 $ 2,060 $ 5,432

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Other segment items (2)

Segment income (loss) from operations

59 40 113 212

Reconciliation of income (loss) from operations

Segment operating profit

$ 234 $ 234 $ 103 $ 571

Reconciliation of operating profit

Corporate and Other / Eliminations ( 96 )

Consolidated income (loss) from operations

Consolidated operating profit

(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, travel & entertainment, depreciation & amortization, property & utilities, selling & marketing, research & development and communication & software expenses.

(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.

Year Ended December 31, 2024

MP AWP ESG Total

ES MP Aerials

$ 822 $ 1,902 $ 2,410 $ 5,134

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Other segment items (2)

Segment income (loss) from operations

31 84 107 222

Reconciliation of income (loss) from operations

Segment operating profit

$ 82 $ 252 $ 271 $ 605

Reconciliation of operating profit

Corporate and Other / Eliminations ( 79 )

Consolidated income (loss) from operations

Consolidated operating profit

(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.

Individually, each of these categories represents an insignificant amount.

Year Ended December 31, 2023

MP AWP ESG Total

$ 578 $ 2,227 $ 2,352 $ 5,157

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Compensation expense

22 113 101 236

Other segment items (2)

Segment income (loss) from operations

26 83 105 214

Reconciliation of income (loss) from operations

Segment operating profit

$ 50 $ 359 $ 321 $ 730

Reconciliation of operating profit

Corporate and Other / Eliminations ( 93 )

Consolidated income (loss) from operations

Consolidated operating profit

(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.

Individually, each of these categories represents an insignificant amount.

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Depreciation and amortization

MP $ 20 $ 16 $ 14

$ 97 $ 27 $ 6

Corporate 14 10 8

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Capital expenditures

MP $ 47 $ 38 $ 25

$ 34 $ 6 $ 11

Corporate 18 14 10

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(1) Includes intercompany sales and eliminations.

(2) Total sales include $ 3.1 billion attributable to the U.S., the Company’s country of domicile.

(2) Total sales for all segments in the aggregate include $ 3.6 billion attributable to the U.S., the Company’s country of domicile.

Year Ended December 31, 2024

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(1) Includes intercompany sales and eliminations.

(2) Total sales include $ 2.8 billion attributable to the U.S., the Company’s country of domicile.

(2) Total sales for all segments in the aggregate include $ 3.1 billion attributable to the U.S., the Company’s country of domicile.

Year Ended December 31, 2023

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(1) Includes intercompany sales and eliminations.

(2) Total sales include $ 2.2 billion attributable to the U.S., the Company’s country of domicile.

(2) Total sales for all segments in the aggregate include $ 2.8 billion 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.

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Net sales by product type

Aerial Work Platforms $ — $ 2,031 $ — $ 1 $ 2,032

$ — $ — $ 1,723 $ 2 $ 1,725

Materials Processing Equipment — 1,075 — — 1,075

Specialty Equipment — 605 — — 605

Utility Equipment — 589 — — 589

ESG Equipment

Environmental Solutions Equipment

1,589 — — — 1,589

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Net sales by product type

Aerial Work Platforms $ — $ 2,033 $ — $ 3 $ 2,036

$ — $ — $ 2,031 $ 1 $ 2,032

Materials Processing Equipment — 1,238 — — 1,238

Specialty Equipment — 664 — — 664

Utility Equipment — 575 — — 575

ESG Equipment

Environmental Solutions Equipment

793 — — — 793

29 — 379 ( 8 ) 400

Total $ 822 $ 1,902 $ 2,410 $ ( 7 ) $ 5,127

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Net sales by product type

Aerial Work Platforms $ — $ 1,799 $ — $ 1 $ 1,800

$ — $ — $ 2,034 $ 3 $ 2,037

Materials Processing Equipment — 1,412 — — 1,412

Specialty Equipment — 814 — 1 815

Utility Equipment — 466 — — 466

ESG Equipment

Environmental Solutions Equipment

575 — — — 575

3 1 318 ( 9 ) 313

Total $ 578 $ 2,227 $ 2,352 $ ( 5 ) $ 5,152

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Income (loss) from continuing operations before income taxes $ 292 $ 408 $ 580

The Company recorded Income (loss) from discontinued operations and Gain (loss) on disposition of discontinued operations before income taxes of $ 0 million, $ 3 million and $( 1 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recorded Income (loss) from discontinued operations and Gain (loss) on disposition of discontinued operations before income taxes of $ 3 million for the year ended December 31, 2023.

The major components of the Company’s provision for (benefit from) income taxes on continuing operations before income taxes are summarized below (in millions):

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The elimination of tax from intercompany transactions is included in current tax expense.

The Company recorded Provision for (benefit from) income taxes of $ 0 million, $ 1 million and $ 0 million from discontinued operations and on disposition of discontinued operations for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recorded Provision for (benefit from) income taxes of $ 1 million from discontinued operations and on disposition of discontinued operations for the year ended December 31, 2023.

The tax effects of the basis differences between tax and financial reporting purposes for assets, liabilities and loss carry forwards as of December 31, 2025 and 2024 for continuing operations are summarized below for major balance sheet captions (in millions):

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Deferred tax assets were $ 247 million before valuation allowances of $ 40 million, resulting in $ 207 million of net deferred tax assets which are partially offset by deferred tax liabilities of $ 8 million at December 31, 2025.

Deferred tax assets for continuing operations were $ 227 million before valuation allowances of $ 53 million, resulting in $ 175 million of net deferred tax assets which are partially offset by deferred tax liabilities for continuing operations of $ 8 million at December 31, 2023.

Deferred tax assets were $ 221 million before valuation allowances of $ 44 million, resulting in $ 177 million of net deferred tax assets which are partially offset by deferred tax liabilities of $ 10 million at December 31, 2024.

The net change in the total valuation allowance for the years ended December 31, 2025 and 2024 was a decrease of $ 4 million and $ 9 million, respectively.

There were no deferred tax liabilities for discontinued operations at December 31, 2024 and 2023.

The Company’s Provision for (benefit from) income taxes is different from the amount that would be provided by applying the statutory federal income tax rate to the Company’s Income (loss) from continuing operations before income taxes.

The reasons for the difference are summarized as follows (in millions):

The following table is a reconciliation of the statutory federal income tax rate to the Company’s Provision for (benefit from) income taxes for the year ended December 31, 2025 (in millions):

Year Ended December 31, 2025

federal statutory tax rate

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

Tax rate change on beginning deferred balances

Withholding tax

Participation exemption ( 11 ) ( 3.8 ) %

Statutory tax rate difference

( 21 ) ( 7.2 ) %

State and local income taxes, net of federal (national) income tax effect

( 2 ) ( 0.7 ) %

United Kingdom

( 7 ) ( 2.5 ) %

Other foreign jurisdictions

Effect of cross-border tax laws

Global intangible low-taxed income

Subpart F income

Foreign-derived intangible income

( 3 ) ( 1.2 ) %

( 4 ) ( 1.5 ) %

Changes in valuation allowances

( 1 ) ( 0.2 ) %

Nontaxable or nondeductible items

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate $ 71 24.3 %

(1) State and local taxes in Texas, California, Oklahoma, New York, New Hampshire, New York City, and Illinois made up the majority (greater than 50 percent) of the tax effect in this category.

The following table is a reconciliation of the statutory federal income tax rate to the Company’s Provision for (benefit from) income taxes for the years ended December 31, 2024 and 2023 (in millions):

Year Ended December 31,

Tax at statutory U.S.

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The Company’s effective tax rate was 24.3 %, 17.8 % and 10.9 % for the years ended December 31, 2025, 2024 and 2023, respectively.

On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework.

A number of countries in which we operate have adopted legislation subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation.

In addition, the OECD continues to issue guidance on this matter including the technical documents released on January 5, 2026.

Among this release, the OECD issued Administrative Guidance which includes a “Side by Side” System designed to align the U.S.

tax regime with Pillar Two for U.S.-parented multinational groups, effective for tax years beginning on or after January 1, 2026.

While the Company has determined the impact of enacted Pillar Two legislation on its financial statements is not material, the Company will continue to evaluate the financial statement impacts as additional Pillar Two rules are enacted and OECD guidance is issued.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) (H.R.1) was signed in to law by the President of the United States.

The OBBBA contains significant provisions impacting corporate taxation in the U.S.

with multiple effective dates.

Among the changes effective in 2025 are modifications to capitalization of domestic research and development costs, accelerated depreciation of fixed assets and other qualifying property, as well as limitations on deductions for interest expense.

Changes effective in 2026 include, among others, modifications to certain international tax provisions.

The impacts of OBBBA are reflected in our results for the year ended December 31, 2025.

There was no material effect on our income tax expense or effective tax rate.

In November 2023, the Company concluded discussions with the Swiss cantonal taxing authorities with respect to the availability of future tax deductions resulting in the Company meeting the recognition criteria to record a deferred tax asset of $ 42 million.

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The Company has approximately $ 558 million of foreign operating loss carry forwards.

The following operating loss carry forwards do not expire:

The following operating loss carry forwards are not offset by valuation allowances and do not expire:

$ 299 million in Germany, $ 159 million in Italy and $ 29 million in Spain.

The remaining operating loss carry forwards of $ 49 million are partially offset by valuation allowances and the majority do not expire.

Also, the Company has an Indian capital loss carry forward of $ 3 million expiring before 2026 and an Australian capital loss carry forward of $ 11 million which does not expire;

The majority of the remaining operating loss carry forwards of $ 71 million are not offset by valuation allowances and do not expire.

Also, the Company has an Indian capital loss carry forward of $ 3 million expiring in 2026 and an Australian capital loss carry forward of $ 9 million which does not expire;

both are offset by valuation allowances.

The Company does not have any material tax credit carry forwards.

The Company made total net income tax payments of $ 79 million, $ 86 million and $ 20 million in 2024, 2023 and 2022, respectively.

The following table is a summary of net income tax payments by jurisdiction for the year ended December 31, 2025 (in millions):

Year Ended December 31,

United Kingdom

Total net income tax payments

The Company made total net income tax payments of $ 79 million and $ 86 million in 2024 and 2023, respectively.

At December 31, 2025 and 2024, Other current assets included net income tax receivable amounts of $ 18 million and $ 27 million, respectively.

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Settlements —

Acquired balances 5

Balance as of December 31, 2024

5 unchanged sentences

Settlements —

Acquired balances 5

Balance as of December 31, 2025

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The following tax years as described below remain subject to examination by the respective major tax jurisdictions.

The Company believes it is reasonably possible the total amount of unrecognized tax benefits disclosed as of December 31, 2024 may decrease approximately $ 12 million in the year ending December 31, 2025.

Such possible decrease relates primarily to anticipated tax audit settlements and expiration of statutes of limitation.

Major Tax Jurisdiction Open Tax Years

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Potential interest and penalties were a liability of $ 5 million and $ 3 million as of December 31, 2025 and 2024, respectively.

During the year ended December 31, 2024, the total tax expense recognized was immaterial as the $ 1 million liability for interest and penalties was recorded to goodwill as a result of purchase accounting.

During the year ended December 31, 2025, the Company recognized total tax expense of $ 2 million for interest and penalties.

NOTE D – ACQUISITIONS AND DISPOSITIONS

NOTE D – ACQUISITIONS AND DIVESTITURES

2024 Acquisitions

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 Environmental Solutions Group ("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.

See Note J – “Long-Term Obligations” for additional details on financing transactions.

See Note I – “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 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, working capital adjustments and certain tax positions require further analysis and are not yet final.

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

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Net assets acquired

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

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.

Goodwill of $ 803 million resulting from the acquisition was assigned to the newly created ESG segment.

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.

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Total definite-lived intangible assets

On April 6, 2022, ESG acquired certain intellectual property assets (IP) relating to electric refuse collection bodies from Boivin Evolution Inc.

In 2022, ESG acquired certain intellectual property assets (IP) relating to electric refuse collection bodies from Boivin Evolution Inc.

for $ 30 million, including contingent consideration.

1 unchanged sentence

If the accumulated earn-out through April 6, 2030 is less than the minimum of $ 5 million, the earn-out period will extend until such time that the minimum earn-out is achieved.

As of Closing Date and December 31, 2024, $ 20 million of contingent consideration was recorded in Other non-current liabilities within the Consolidated Balance Sheet as the payments required under the earn-out are expected to be made beyond twelve months from December 31, 2024.

As December 31, 2025 and 2024, $ 20 million of contingent consideration was recorded in Other non-current liabilities within the Consolidated Balance Sheet as the payments required under the earn-out are expected to be made beyond twelve months from December 31, 2025.

Acquisition-Related Expenses

The Company has incurred transaction cost directly related to the ESG acquisition of $ 25 million for the year ended December 31, 2024, which is recorded in Other income (expense) - net.

The Company has incurred transaction costs directly related to the ESG acquisition of $ 25 million for the year ended December 31, 2024, which is recorded in Other income (expense) - net.

Unaudited Actual and Pro Forma Information

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The 2023 supplemental pro forma earnings were adjusted to include these charges.

2023 and 2022 Acquisitions

2023 Acquisitions

On April 1, 2023, the Company acquired assets and liabilities of Continental Manufacturing Company, a manufacturer of bulk material handling conveyors based in Missouri, and real estate from Continental Real Estate LLC (collectively “MARCO”), to expand manufacturing capacity for mobile conveying equipment in North America and the Company’s product offerings that complement the existing portfolio.

Total cash consideration was approximately $ 6 million.

On April 22, 2022, the Company acquired a 100 % ownership interest in Steelweld Fabrications Limited (“Steelweld”), a manufacturer of heavy fabrications based in Northern Ireland, to facilitate manufacturing of certain MP products.

Total cash consideration was approximately $ 6 million.

On July 29, 2022, the Company acquired a 100 % ownership interest in ProAll International Mfg.

and ProAll UK Limited and related assets (“ProAll”), a manufacturer of volumetric mixers based in Canada, to expand the Company’s concrete product offering.

Total consideration, including estimated contingent consideration from earn out provisions, was approximately $ 40 million.

These transactions were recorded as business combinations using the acquisition method which requires measurement of identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.

2 unchanged sentences

See Note H – “Goodwill and Intangible Assets” for additional information regarding goodwill recognized as a result of these acquisitions.

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 enables the Company to strengthen its capital structure and focus on its core operations.

On October 31, 2025, the Company completed the sale transaction and recognized a pre-tax gain of $ 41 million included in SG&A in the Consolidated Statement of Income (Loss).

Prior to disposition, the results of operations for the disposed business were consolidated within the MP segment in the consolidated financial statements.

NOTE E – EARNINGS PER SHARE

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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 were outstanding during the year ended December 31, 2024, 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 were outstanding during the year ended December 31, 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.

There were no weighted average Restricted Stock outstanding during the year ended December 31, 2023 that would have an anti-dilutive effect.

Weighted average Restricted Stock of approximately 0.1 million were outstanding during the year ended December 31, 2022, 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

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Balance at December 31, 2023, net

— 195 100 295

Acquisitions 803 — — 803

5 unchanged sentences

803 191 99 1,093

Acquisitions — — 803 803

Acquisitions measurement period adjustments

( 7 ) — — ( 7 )

Divestiture — ( 7 ) — ( 7 )

Foreign exchange effect and other — 10 2 12

4 unchanged sentences

$ 796 $ 194 $ 101 $ 1,091

During the year ended December 31, 2024, the Company recognized goodwill of $ 803 million in connection with the ESG acquisition.

During the year ended December 31, 2025, the Company recorded a $ 7 million decrease to goodwill as a measurement period adjustment related to its ESG acquisition.

During the year ended December 31, 2024, the Company recognized goodwill of $ 803 million in connection with the ESG acquisition based on the preliminary purchase price allocation.

During the year ended December 31, 2023, the Company recognized goodwill of $ 2 million in connection with the MARCO acquisition.

During the year ended December 31, 2022, the Company recognized goodwill of $ 4 million in connection with the Steelweld acquisition and $ 18 million in connection with the ProAll acquisition.

The goodwill associated with these transactions was attributable primarily to the assembled workforce and expected synergies from the business combinations.

The goodwill in connection with the ESG acquisition is assigned to ESG segment.

The goodwill in connection with MARCO, Steelweld and ProAll acquisitions is assigned to the MP segment.

The goodwill recognized for ESG and MARCO is expected to be deductible for income tax purposes, while goodwill recognized for Steelweld and ProAll is not expected to be deductible for income tax purposes.

See Note D – “Acquisitions and Dispositions” for additional information regarding the acquisitions.

The goodwill in connection with the ESG acquisition is assigned to ES segment.

The goodwill in connection with the MARCO acquisition is assigned to the MP segment.

The goodwill recognized for ESG and MARCO is expected to be deductible for income tax purposes.

See Note D – “Acquisitions and Divestitures” for additional information regarding the acquisitions.

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

6 unchanged sentences

15 860 ( 103 ) 757 858 ( 44 ) 814

14 153 ( 21 ) 132 152 ( 10 ) 142

Land use rights

4 unchanged sentences

During the year ended December 31, 2024, the Company recognized total definite-lived intangible assets of $ 1,114 million including customer relationships, trade names and technology in connection with the ESG acquisition.

See Note D – “Acquisitions and Dispositions” for additional information regarding the intangible assets recognized.

During the year ended December 31, 2022, the Company recognized customer relationships of $ 1 million with an estimated useful life of three years in connection with the Steelweld acquisition and customer relationships of $ 3 million with an estimated useful life of nine years and trademarks of $ 4 million with an estimated useful life of ten years in connection with the ProAll acquisition.

See Note D – “Acquisitions and Dispositions” for additional information regarding these acquisitions.

See Note D – “Acquisitions and Divestitures” for additional information regarding the intangible assets recognized upon completion of the purchase price accounting in 2025.

See Note D – “Acquisitions and Divestitures” for additional information regarding these acquisitions.

For the Year Ended December 31,

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Estimated aggregate intangible asset amortization expense for each of the next five years is as follows (in millions):

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.

Commodity Swaps

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 9 million and $ 22 million at December 31, 2024 and 2023, respectively.

Commodity swaps outstanding at December 31, 2024 mature on or before August 31, 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 AOCI.

Gains or losses on commodity swaps are reclassified to COGS in the Consolidated Statement of 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 $ 466 million and $ 250 million at December 31, 2024 and 2023, 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 Consolidated Statement of 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 December 31, 2024 mature on or before May 2025.

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

The Company had $ 5 million notional value of foreign exchange contracts outstanding that were designated as cash flow hedging instruments at December 31, 2023.

For effective hedging instruments, changes in the fair value of foreign exchange contracts are deferred in AOCI until the hedged transactions affect earnings.

Gains or losses on foreign exchange contracts are reclassified to COGS in the Consolidated Statement of Income (Loss).

The Company had $ 314 million and $ 300 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at December 31, 2024 and 2023, 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 Consolidated Statement of Income (Loss).

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 Consolidated Balance Sheet (in millions):

2024 December 31,

Instrument (1)

Balance Sheet Account Derivatives designated as hedges Derivatives not designated as hedges Derivatives designated as hedges Derivatives not designated as hedges

Foreign exchange contracts Other current assets $ — $ — $ — $ 2

Commodity swaps Other current assets ( 1 ) — 2 —

Cross currency swaps - net investment hedge

Other current assets 7 — — —

Cross currency swaps - net investment hedge

Other non-current assets 7 — — —

Foreign exchange contracts Other current liabilities — — — ( 1 )

Cross currency swaps - net investment hedge Other current liabilities — — ( 5 ) —

Cross currency swaps - net investment hedge Other non-current liabilities — — ( 5 ) —

Net derivative asset (liability) $ 13 $ — $ ( 8 ) $ 1

(1) Categorized as Level 2 under the ASC 820 Fair Value Hierarchy.

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)

Year Ended December 31, Year Ended December 31,

Instrument 2024

2022 Income Statement Account 2024

Commodity swaps ( 4 ) 5 ( 12 ) Cost of goods sold — ( 2 ) 8

Cross currency swaps - net investment hedges 16 ( 4 ) 2 Selling, general and administrative expenses — — —

Total $ 12 $ 1 $ ( 10 ) Total $ — $ ( 2 ) $ 8

The following tables provide the effect of derivative instruments that are designated as hedges in the Consolidated Statement of Income (Loss) (in millions):

Classification and amount of Gain (Loss)

Recognized in Income (Loss)

Cost of goods sold Interest expense

Year Ended December 31,

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 4,059 ) $ ( 3,975 ) $ ( 3,547 ) $ ( 89 ) $ ( 63 ) $ ( 49 )

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

Commodity swaps — ( 2 ) 8 — — —

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

Cross currency swaps - net investment hedge — — — 3 1 1

Total $ — $ ( 2 ) $ 8 $ 3 $ 1 $ 1

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 Consolidated Statement of Income (Loss) (in millions):

Gain (Loss) Recognized in Income (Loss)

Year Ended December 31,

Instrument Income Statement Account 2024 2023 2022

Foreign exchange contracts Cost of goods sold $ ( 1 ) $ ( 7 ) $ ( 2 )

Foreign exchange contracts Other income (expense) – net ( 4 ) ( 2 ) —

Total $ ( 5 ) $ ( 9 ) $ ( 2 )

In the Consolidated Statement of 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 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 M – “Stockholders’ Equity” for unrealized net gains (losses), net of tax, included in AOCI.

Within unrealized net gains (losses) included in AOCI as of December 31, 2024, it is estimated that approximately $ 5 million of gains are expected to be reclassified into earnings in the next twelve months.

NOTE J – LONG-TERM OBLIGATIONS

NOTE I – LONG-TERM OBLIGATIONS

Long-term debt is summarized as follows (in millions):

5% Senior Notes due May 15, 2029, net of unamortized debt issuance costs of $ 3 and $ 4 million at December 31, 2025 and 2024, respectively

6.25% Senior Notes due October 15, 2032, net of unamortized debt issuance costs of $ 17 million at December 31, 2024

Credit Agreement – term debt due October 8, 2031 (“New Term Facility”, as defined below), net of unamortized debt issuance costs of $ 20 million and unamortized original issue discount of $ 6 million at December 31, 2024

6.25% Senior Notes due October 15, 2032, net of unamortized debt issuance costs of $ 15 million and $ 17 million at December 31, 2025 and 2024, respectively

Credit Agreement – term debt due October 8, 2031 (“New Term Facility”, as defined below), net of unamortized debt issuance costs of $ 17 million and $ 20 million;

and unamortized original issue discount of $ 5 million and $ 6 million at December 31, 2025 and 2024, respectively

Secured borrowings 21 18

5 unchanged sentences

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.

On April 1, 2021, the Company entered into an amendment and restatement of the credit agreement (as amended and restated, the “Credit Agreement”).

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.

2 unchanged sentences

(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 an Amendment No.

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 the Amendment No.

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

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 July 21, 2024, the Company and certain of its subsidiaries entered into an Incremental Assumption and Amendment Agreement and Amendment with UBS AG, Stamford Branch ("UBS AG") (the “Incremental Agreement”) relating to the Credit Agreement among the Company, certain of its subsidiaries, the lenders and issuing banks party thereto and CSAG, as administrative agent and collateral agent.

The Incremental Agreement, among other things, established delayed draw term loan commitments in the amount of $ 455 million to be provided by UBS AG as the initial delayed draw term lender.

The Incremental Agreement also amended the Credit Agreement to, among other things, establish the delayed draw term loan commitments and provide for the Company’s acquisition of ESG to be considered a limited condition acquisition pursuant to 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 (as amended from time to time including by the Amendment No.

2, 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 the Company’s 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” and, 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).

2 (i) increased the size of the Company’s existing revolving credit facilities (the “Revolver”) 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 will initially bear interest at a per annum rate equal to, at the Company’s option, either (i) Term SOFR, plus 2.00 % or (ii) the applicable base rate, plus 1.00 %, in each case 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.

The Company elected option (i) Term SOFR, plus 2.00 % as the initial annual interest rate for the New Term 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.

3 unchanged sentences

making investments;

pay dividends or make other restricted payments;

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;

1 unchanged sentence

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.

16 unchanged sentences

(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 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 Consolidated Balance Sheet as of December 31, 2025 and 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.

9 unchanged sentences

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 $ 18 million and $ 19 million is presented in Long-term debt in the Consolidated Balance Sheet as of December 31, 2024 and December 31, 2023, respectively.

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 $ 21 million and $ 18 million is presented in Long-term debt in the Consolidated Balance Sheet as of December 31, 2025 and 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.

17 unchanged sentences

5% Notes $ 600 0.95000 $ 570

750 0.98000 735

New Term Facility (net of discount)

1,244 1.00250 1,247

The fair value of debt reported in the table above is based on adjusted price quotations on the debt instruments in an inactive market.

3 unchanged sentences

The Company paid $ 156 million, $ 53 million and $ 39 million of interest in 2025, 2024 and 2023, respectively.

NOTE K – LEASES

NOTE J – LEASES

Terex has operating leases for real property, vehicles and office and industrial equipment, generally expiring over terms from 2 to 15 years.

34 unchanged sentences

Operating right-of-use assets obtained in exchange for operating lease liabilities $ 23 $ 29

NOTE L – RETIREMENT PLANS AND OTHER BENEFITS

The Company maintains a nonqualified Supplemental Executive Retirement Plan (“U.S.

SERP provides retirement benefits to certain former U.S.

employees of the Company.

Generally, the U.S.

SERP provides a benefit based on average total compensation earned over a participant’s final five years of employment and years of service reduced by benefits earned under any Company retirement program, excluding salary deferrals and matching contributions.

In addition, benefits are reduced by Social Security Primary Insurance Amounts attributable to Company contributions.

SERP is unfunded and participation in the U.S.

SERP has been frozen.

There is also a defined contribution plan for certain senior executives of the Company.

The Company maintains defined benefit plans in France, Germany, India, Switzerland and the U.K.

for some of its subsidiaries.

Participation in the U.K.

plan has been frozen.

plan is a funded plan and the Company funds this plan in accordance with funding regulations in the U.K.

and a negotiated agreement between the Company and the plan’s trustee.

The Switzerland plan is a funded plan and the Company funds this plan in accordance with funding regulations.

Participation in the German plans is frozen;

however, eligible participants are credited with post-freeze service for purposes of determining vesting and the amount of benefits.

The plans in France, Germany, and India are unfunded plans.

In Italy and Mexico, there are mandatory termination indemnity plans providing a benefit that is payable upon termination of employment in substantially all cases of termination.

The Company records this obligation based on mandated requirements.

The measure of current obligation is not dependent on the employees’ future service and therefore is measured at current value.

What changed 10-K

Item 9A. Controls and Procedures