What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-10-31 · 347 added, 569 removed, 385 unchanged (70% of the section changed)

1 unchanged sentence

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(in millions, except per share data)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025 2024 2025 2024

Net sales $ 1,734 $ 1,229

2 unchanged sentences

Selling, general and administrative expenses ( 241 ) ( 161 )

Operating profit 140 122 338 473

Amortization of purchased intangibles

( 47 ) ( 17 )

Operating (loss) profit

Other income (expense)

1 unchanged sentence

Interest expense ( 47 ) ( 43 )

Other income (expense) – net ( 4 ) ( 13 ) ( 4 ) ( 28 )

Income (loss) before income taxes 94 99 209 410

(Provision for) benefit from income taxes ( 29 ) ( 11 ) ( 51 ) ( 73 )

Net income (loss) $ 65 $ 88 $ 158 $ 337

Earnings (loss) per share

Basic $ 0.99 $ 1.32 $ 2.40 $ 5.03

Diluted $ 0.98 $ 1.31 $ 2.38 $ 4.98

Other expense – net

(Loss) income before income taxes

Benefit from (provision for) income taxes

(Loss) income from continuing operations

Gain on disposition of discontinued operations – net of tax

Net (loss) income

$ ( 89 ) $ 21

Basic (loss) earnings per share

(Loss) income from continuing operations

$ ( 0.97 ) $ 0.32

Gain on disposition of discontinued operations – net of tax

Net (loss) income

$ ( 0.93 ) $ 0.32

Diluted (loss) earnings per share:

(Loss) income from continuing operations

$ ( 0.97 ) $ 0.31

Gain on disposition of discontinued operations – net of tax

Net (loss) income

$ ( 0.93 ) $ 0.31

Weighted average number of shares outstanding in per share calculation

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Diluted 96.1 66.9

Comprehensive income (loss) $ 57 $ 152 $ 256 $ 345

Net (loss) income

$ ( 89 ) $ 21

Other comprehensive (loss) income

Comprehensive (loss) income

$ ( 101 ) $ 53

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

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

September 30,

2026 December 31,

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Cash and cash equivalents $ 392 $ 772

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

Receivables (net of allowance of $ 10 and $ 9 at March 31, 2026 and December 31, 2025, respectively)

Inventories 1,656 1,109

12 unchanged sentences

Accrued compensation and benefits 168 123

Short-term customer advances 215 44

Other current liabilities 406 331

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Long-term debt, less current portion 2,745 2,578

Long-term customer advances 198 20

Long-term deferred tax liabilities 398 8

Other non-current liabilities 301 251

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

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

issued 134.3 and 85.5 shares at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,801 942

Retained earnings 2,031 2,139

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

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

Accumulated other comprehensive loss ( 277 ) ( 265 )

Shares of common stock in treasury – 20.8 and 20.6 shares at March 31, 2026 and December 31, 2025

( 734 ) ( 722 )

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TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in millions)

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Comprehensive

Income (Loss) Common

Treasury Total

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64.9 $ 1 $ 942 $ 2,139 $ ( 265 ) $ ( 722 ) $ 2,095

Net income (loss) — — — 21 — — 21

Other comprehensive income (loss) – net of tax

— — — ( 89 ) — — ( 89 )

Issuance of common stock related to compensation 0.4 — 22 — — — 22

Compensation under stock-based plans – net

Other comprehensive loss – net of tax

— — — — ( 12 ) — ( 12 )

Dividends — — — ( 11 ) — — ( 11 )

Acquisition of treasury stock ( 0.8 ) — — — — ( 33 ) ( 33 )

Other — — 1 — — ( 1 ) —

Balance at March 31, 2025

Stock compensation expense

— — 36 — — — 36

Net income (loss) — — — 72 — — 72

Other comprehensive income (loss) – net of tax — — — — 74 — 74

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

Compensation under stock-based plans – net — — 7 — — — 7

Dividends — — — ( 11 ) — — ( 11 )

Acquisition of treasury stock ( 0.6 ) — — — — ( 22 ) ( 22 )

Balance at June 30, 2025

Vestings of restricted stock, net of employee tax withholdings

0.7 — ( 12 ) — — ( 13 ) ( 25 )

Net income (loss) — — — 65 — — 65

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

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

Compensation under stock-based plans – net

— — — — — 1 1

Dividends — — — ( 19 ) — — ( 19 )

Issuance of common stock related to merger (1)

47.9 — 2,836 — — — 2,836

Other — — ( 1 ) — — — ( 1 )

Balance at September 30, 2025

Balance at March 31, 2026

113.5 $ 1 $ 3,801 $ 2,031 $ ( 277 ) $ ( 734 ) $ 4,822

(1) Includes stock-based compensation attributable to pre-combination services.

Shares Common

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Comprehensive

Income (Loss) Common

Treasury Total

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65.7 $ 1 $ 921 $ 1,964 $ ( 382 ) $ ( 672 ) $ 1,832

Net income (loss) — — — 109 — — 109

Other comprehensive income (loss) – net of tax

— — — 21 — — 21

Issuance of common stock related to compensation 0.5 — 24 — — — 24

Compensation under stock-based plans – net

Other comprehensive income – net of tax

— — — — 32 — 32

Dividends — — — ( 11 ) — — ( 11 )

Acquisition of treasury stock — — — — — ( 3 ) ( 3 )

Other — — 1 ( 1 ) — — —

Balance at March 31, 2024

Stock compensation expense

— — 10 — — — 10

Net income (loss) — — — 141 — — 141

Other comprehensive income (loss) – net of tax — — — — ( 27 ) — ( 27 )

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

Compensation under stock-based plans – net — — 8 — — — 8

Dividends — — — ( 12 ) — — ( 12 )

Acquisition of treasury stock ( 0.3 ) — — — — ( 19 ) ( 19 )

Balance at June 30, 2024

Vestings of restricted stock, net of employee tax withholdings

0.4 — ( 8 ) — — — ( 8 )

Net income (loss) — — — 88 — — 88

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

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

Compensation under stock-based plans – net

0.2 — ( 5 ) — — 6 1

Dividends — — — ( 11 ) — — ( 11 )

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Other — — 1 — — ( 1 ) —

Balance at September 30, 2024

Balance at March 31, 2025

65.5 $ 1 $ 919 $ 1,974 $ ( 350 ) $ ( 700 ) $ 1,844

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TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Nine Months Ended

September 30,

Three Months Ended

Operating Activities

Net income (loss) $ 158 $ 337

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net (loss) income

$ ( 89 ) $ 21

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation and amortization 77 39

Deferred taxes ( 43 ) —

Stock-based compensation expense 36 10

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Foreign exchange and other operating activities, net 1 1

Net cash provided by (used in) operating activities 235 149

Net cash used in operating activities

( 31 ) ( 21 )

Investing Activities

Capital expenditures ( 26 ) ( 36 )

Acquisitions, net of cash acquired, and investments ( 467 ) ( 2 )

Other investing activities, net 26 12

Net cash provided by (used in) investing activities ( 44 ) ( 80 )

Net cash used in investing activities

( 467 ) ( 26 )

Financing Activities

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Effect of Exchange Rate Changes on Cash and Cash Equivalents ( 4 ) 7

Net Increase (Decrease) in Cash and Cash Equivalents 121 ( 19 )

Net Decrease in Cash and Cash Equivalents

( 380 ) ( 90 )

Cash and Cash Equivalents at Beginning of Period 772 388

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Basis of Presentation and Principles of Consolidation.

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

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

Accordingly, they do not include all information and footnotes required by U.S.

GAAP to be included in full-year financial statements.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission.

The accompanying Condensed Consolidated Balance Sheet as of December 31, 2025 has been derived from audited consolidated financial statements as of that date, but does not include all disclosures required by U.S.

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The Condensed Consolidated Financial Statements include accounts of Terex Corporation, its majority-owned subsidiaries and other controlled subsidiaries (“Terex” or the “Company”).

The Company consolidates all majority-owned and controlled subsidiaries, applies equity method of accounting for investments in which the Company is able to exercise significant influence and applies the cost method for investments which do not have readily determinable fair values.

All intercompany balances, transactions and profits have been eliminated.

Certain prior period amounts have been reclassified to conform with the 2025 presentation.

In the opinion of management, adjustments considered necessary for the fair statement of these interim financial statements have been made.

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

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

Operating results for the three months ended March 31, 2026 are not necessarily indicative of results that may be expected for the year ending December 31, 2026.

Effective January 1, 2026, the Company made a voluntary change to classify and present the amortization of finite-lived intangibles related to Customer relationships and Trade names as Selling, general, and administrative expenses rather than in Cost of goods sold.

The amortization expense related to Technology, Land use rights, and Other intangible assets will remain classified and presented in Cost of goods sold.

We believe this change in classification and presentation better aligns the costs that are directly associated with generating revenue.

The change in classification and presentation has been reflected in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, with retrospective application of the change to the prior periods presented.

The impact of this change to the comparative period was an increase to Selling, general and administrative expense and related decrease to Cost of goods sold of $ 17 million for the three months ended March 31, 2025.

Merger Transaction.

On October 29, 2025, the Company entered into a definitive merger agreement with REV Group, Inc.

(“REV”), a publicly traded manufacturer and distributor of specialty vehicles and related aftermarket parts and services, in a stock-and-cash transaction (the “REV Transaction”), in which the Company acquired 100 % of the issued and outstanding stock of REV.

On February 2, 2026 (the “Closing Date”), the Company completed the REV Transaction in accordance with the terms of the agreement.

See Note D - “Acquisitions and Divestitures” in our Notes to Condensed Consolidated Financial Statements for additional information regarding the REV Transaction.

Accounting Standards Implemented in 2026.

In July 2025, the Financial Accounting Standards Board (“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 adopted ASU 2025-05 on January 1, 2026 on a prospective basis and elected the practical expedient provided by ASU 2025-05.

The adoption of ASU 2025-05 did not have a material effect on the Company’s condensed consolidated financial statements or disclosures.

Accounting Standards to be Implemented.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disclosure in the rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciliation items in some categories if the items meet a quantitative threshold.

The guidance also requires disclosure of income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold.

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

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

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

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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):

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

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.

Receivables and Allowance for Doubtful Accounts.

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

Receivables include $ 876 million and $ 627 million of trade accounts receivable at March 31, 2026 and December 31, 2025, respectively.

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

Allowance for doubtful accounts is the Company’s estimate of current expected credit losses on its existing accounts receivable and determined based on historical customer assessments, current financial conditions, and reasonable and supportable forecasts.

Account balances are charged off against the allowance when the Company determines the receivable will not be recovered.

Account balances are written off against the allowance when the Company determines the receivable will not be recovered.

There can be no assurance that the Company’s estimate of accounts receivable collection will be indicative of future results.

The following table summarizes changes in the consolidated allowance for doubtful accounts (in millions):

Balance as of December 31, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Balance at beginning of period

Provision for credit losses 1 1

Balance as of September 30, 2025

Balance at of end of period

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

Revenue Recognition.

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

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

We expect to recognize approximately 53 % of the Company’s unsatisfied (or partially satisfied) performance obligations as revenue through 2026, 24 % in 2027, and 12 % in 2028, with the remaining balance to be recognized in 2029 and thereafter.

The Company applied the standard’s practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

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

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

Contract Liabilities

Contract liabilities, referred to as Customer advances in the Condensed Consolidated Balance Sheets, relate to instances where a customer pays consideration in advance or when the Company is entitled to bill a customer in advance of recognizing the related revenue.

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

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

September 30, 2025 December 31, 2024

Contract liabilities - current

Contract liabilities - non-current

For the three months ended March 31, 2026, revenue related to contract liabilities outstanding as of December 31, 2025 was immaterial.

During the same period, the Company recognized $ 44 million of revenue that was included in the contract liabilities balance of $ 359 million assumed in connection with the REV Transaction.

See Note D - “Acquisitions and Divestitures” in our Condensed Consolidated Financial Statements for additional information regarding the REV Transaction.

Within the Specialty Vehicles segment, customers earn interest on customer advances at a rate determined at contract inception.

Interest charges incurred on customer advances was $ 3 million for the three months ended March 31, 2026 and is recorded in Interest expense in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company had no significant contract assets as of March 31, 2026 and December 31, 2025.

Remaining Performance Obligation

The Company estimated that $ 3,452 million and $ 39 million at March 31, 2026 and December 31, 2025, respectively, in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period.

We expect to recognize approximately 43 % of the Company’s unsatisfied (or partially satisfied) performance obligations as revenue in the next twelve months, with the remaining balance to be recognized thereafter.

Supplier Finance.

The Company has supplier finance programs to pay third-party banks the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices.

The Company has supplier finance programs to pay third-party banks the stated amount of confirmed invoices from its designated suppliers.

Terex or the bank may terminate the agreement upon 30 days’ notice.

The supplier invoices that have been confirmed as valid under the program require payment in full within 120 days of invoice date.

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

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

Confirmed obligation amounts outstanding were $ 44 million and $ 36 million at March 31, 2026 and December 31, 2025, respectively.

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

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

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Reserves are recorded for expected loss over the contractual period of risk exposure.

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

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

Accrued Warranties .

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A liability for estimated warranty claims is accrued at the time of sale.

The current portion of the product warranty liability is included in Other current liabilities and the non-current portion is included in Other non-current liabilities in the Company’s Condensed Consolidated Balance Sheet.

The liability is established using historical warranty claims experience for each product sold.

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The following table summarizes changes in the consolidated product warranty liability (in millions):

Balance as of December 31, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Balance at beginning of period

Liabilities assumed due to business acquisition

Accruals for warranties issued during the period 20 12

2 unchanged sentences

Foreign exchange effect/other — 1

Balance as of September 30, 2025

Balance at end of period

Derivative financial instruments are recorded in the Condensed Consolidated Balance Sheets at their fair value as either assets or liabilities.

Changes in the fair value of derivatives are recorded each period in earnings or AOCI, depending on whether a derivative is designated and effective as part of a hedge transaction and, if it is, the type of hedge transaction.

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.

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 470 million at both March 31, 2026 and December 31, 2025.

The Company had $ 177 million and $ 114 million notional value of foreign exchange contracts outstanding that were not designated as hedging instruments at March 31, 2026 and December 31, 2025, 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 during the three months ended March 31, 2026 and 2025.

Net gains and losses reclassified to earnings from AOCI related to qualified hedges were not material to our results of operations during the three months ended March 31, 2026 and 2025 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.

Fair Value Measurements.

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

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

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

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.

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The Company evaluates its hierarchy disclosures each quarter.

The Company has investments held in a Rabbi Trust for the Company’s non-qualified supplemental executive retirement plans (“SERPs”).

The total value of these investments was $ 32 million and $ 33 million as of March 31, 2026 and December 31, 2025, respectively, and were considered to be measured at Level 1.

The Rabbi trust assets are subject to claims of the Company's creditors.

One of the SERPs (the defined benefit plan) is frozen to future entrants.

NOTE B – BUSINESS SEGMENT INFORMATION

Terex is a global industrial equipment manufacturer of materials processing machinery, waste and recycling solutions, mobile elevating work platforms (MEWPs), and equipment for the electric utility industry.

The Company designs, builds, and supports products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, and the entertainment industry.

Terex provides lifecycle support to its customers through its global parts and services organization, and offers complementary digital solutions, designed to help customers maximize their return on their investment.

Certain Terex products and solutions enable customers to reduce their impact on the environment including electric and hybrid offerings that deliver quiet and emission-free performance, products that support renewable energy, and products that aid in the recovery of useful materials from various types of waste.

The Company’s products are manufactured in North America, Europe, and Asia Pacific and sold worldwide.

Terex engages with customers through all stages of the product life cycle, from initial specification to parts and service support.

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

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

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

Effective February 2, 2026 in connection with the REV Transaction, the Company reports its business in the following reportable segments:

(i) Environmental Solutions (“ES”), (ii) Materials Processing (“MP”), (iii) Specialty Vehicles (“SV”) and (iv) Aerials.

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

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.

SV designs, manufactures, services and markets commercial and custom fire and ambulance vehicles primarily for fire departments, airports, other governmental units, contractors, hospitals and other care providers in the United States and other countries, trucks used in terminal type operations, i.e., rail yards, warehouses, rail terminals and shipping terminals/ports;

and industrial sweepers for both the commercial and rental markets.

SV also manufactures, markets and distributes Class A recreational vehicles (“RVs”) (motorhomes built on a heavy-duty chassis with either diesel or gas engine configurations), as well as Class C RVs (motorhomes built on a van or commercial truck chassis).

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

Customers use these products to construct and maintain industrial, commercial, institutional and residential buildings and facilities, for purposes within the entertainment industry, and for other commercial operations, as well as in a wide range of infrastructure projects.

MP designs, manufactures, services and markets materials processing and specialty equipment, including crushers, washing systems, screens, trommels, apron feeders, material handlers, pick and carry cranes, rough terrain cranes, tower cranes, wood processing, biomass and recycling equipment, concrete mixer trucks and concrete pavers, conveyors, and their related components and replacement parts.

Customers use these products in construction, infrastructure and recycling projects, in various quarrying and mining applications, as well as in landscaping and biomass production industries, material handling applications, maintenance applications to lift equipment or material, moving materials and equipment on rugged or uneven terrain, lifting construction material and placing material at point of use.

ES designs, manufactures, services and markets waste, recycling and utility equipment and solutions, including refuse collection bodies, hydraulic cart lifters, automated carry cans, compaction, balers, recycling equipment, digger derricks, insulated aerial devices, self-propelled articulating insulated booms, and cameras with integrated smart technology, as well as related components and replacement parts, and waste hauler software solutions.

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 the Terex equipment.

TFS is included in Corporate and Other.

Corporate and Other also includes eliminations among the three reportable segments, as well as general and corporate items.

Corporate and Other also includes eliminations among the four reportable segments, as well as general and corporate items.

The Company’s chief operating decision maker (“CODM”) uses both Adjusted operating profit and Adjusted EBITDA to evaluate segment performance and allocate resources.

In accordance with ASC 280, the Company assessed the measure of segment profit or loss required to be reported and determined that Adjusted operating profit is the measure that is most consistent with U.S.

Accordingly, Adjusted operating profit is presented as the Company’s required measure of segment profit or loss in the accompanying segment information.

This change in presentation has been applied retrospectively, and prior‑period segment information has been recast to conform to the current‑year presentation.

This change did not affect the Company’s condensed consolidated financial statements.

Business segment information is presented below (in millions):

Three Months Ended September 30, 2025

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

Reconciliation of net sales

Corporate and Other / Eliminations ( 2 )

Consolidated net sales

Cost of goods sold

445 322 340 1,107

Compensation expense

Other segment items (2)

Segment operating profit

$ 45 $ 52 $ 58 $ 155

Reconciliation of operating profit

Three Months Ended March 31, 2026

Corporate and Other / Eliminations

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, 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.

Nine Months Ended September 30, 2025

Net sales $ 412 $ 419 $ 436 $ 469 $ ( 2 ) $ 1,734

Reconciliation of net sales

Corporate and Other / Eliminations ( 8 )

Consolidated net sales

Cost of goods sold

1,347 977 982 3,306

Compensation expense

Other segment items (2)

Segment operating profit

Adjusted cost of goods sold

308 318 355 429 1,410

Reconciliation of operating profit

Corporate and Other / Eliminations ( 67 )

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.

Three Months Ended September 30, 2024

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

Reconciliation of net sales

Corporate and Other / Eliminations ( 2 )

Consolidated net sales

Cost of goods sold

Adjusted selling, general and administrative expenses

34 43 23 47 147

Compensation expense

Other segment items (2)

Segment operating profit

Adjusted segment operating profit (loss)

$ 70 $ 58 $ 58 $ ( 7 ) $ 179

Reconciliation of operating profit

Corporate and Other / Eliminations ( 99 )

Consolidated operating profit

Restructuring and other

Purchase Price Accounting

Consolidated operating (loss) profit

Interest income (expense) - net

Other income (expense) - net

(Loss) income before income taxes

(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.

Nine Months Ended September 30, 2024

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

Reconciliation of net sales

Adjusted cost of goods sold and Adjusted selling, general and administrative expenses exclude certain items that are reflected as reconciling items in the reconciliation to Consolidated operating profit.

Three Months Ended March 31, 2025

Corporate and Other / Eliminations

Consolidated net sales

Cost of goods sold

Net sales $ 399 $ 382 $ — $ 450 $ ( 2 ) $ 1,229

Adjusted cost of goods sold

290 299 — 389 978

Compensation expense

Other segment items (2)

Segment operating profit

Adjusted selling, general and administrative expenses

32 45 — 47 124

Reconciliation of operating profit

Adjusted segment operating profit

$ 77 $ 38 $ — $ 14 $ 129

Corporate and Other / Eliminations $ ( 25 )

Restructuring and other

Purchase Price Accounting

Litigation related

Consolidated operating profit

Interest income (expense) - net

Other income (expense) - net

Income (loss) before income taxes

(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.

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Depreciation and amortization

$ 7 $ 6 $ 20 $ 19

Corporate 5 4

1 unchanged sentence

Capital expenditures

$ 6 $ 14 $ 36 $ 44

MP 4 11 12 31

Corporate 2 2

Total $ 26 $ 36

September 30,

2026 December 31,

1 unchanged sentence

$ 2,546 $ 2,523

MP 2,042 1,885

Corporate and Other / Eliminations ( 576 ) ( 621 )

Total $ 10,188 $ 6,139

2 unchanged sentences

Three Months Ended

September 30, 2025

ES Corporate and Other / Eliminations Total

Net sales by region

North America $ 387 $ 179 $ 430 $ — $ 996

Western Europe 92 105 — — 197

Asia-Pacific 28 90 2 — 120

Rest of World (1)

30 43 3 ( 2 ) 74

$ 537 $ 417 $ 435 $ ( 2 ) $ 1,387

(1) Includes intercompany sales and eliminations.

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

Nine Months Ended

September 30, 2025

ES Corporate and Other / Eliminations Total

March 31, 2026

Corporate and Other / Eliminations Total

Net sales by region

6 unchanged sentences

(1) Includes intercompany sales and eliminations.

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

(2) Total sales for all segments in the aggregate include $ 1,273 million for the three months ended March 31, 2026 attributable to the U.S., the Company’s country of domicile.

Three Months Ended

September 30, 2024

ES Corporate and Other / Eliminations Total

Net sales by region

North America $ 454 $ 204 $ 148 $ 3 $ 809

Western Europe 83 108 — — 191

Asia-Pacific 42 87 1 — 130

Rest of World (1)

40 45 2 ( 5 ) 82

$ 619 $ 444 $ 151 $ ( 2 ) $ 1,212

(1) Includes intercompany sales and eliminations.

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

Nine Months Ended

September 30, 2024

ES Corporate and Other / Eliminations Total

March 31, 2025

Corporate and Other / Eliminations Total

Net sales by region

6 unchanged sentences

(1) Includes intercompany sales and eliminations.

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

(2) Total sales for all segments in the aggregate include $ 817 million for the three months ended March 31, 2025 attributable to the U.S., the Company’s country of domicile.

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

Product type net sales information is presented below (in millions):

Three Months Ended

September 30, 2025

ES Corporate and Other / Eliminations Total

Net sales by product type

Aerial Work Platforms $ 441 $ — $ — $ 1 $ 442

Materials Processing Equipment — 278 — — 278

Specialty Equipment — 139 — — 139

Utility Equipment — — 159 — 159

ESG Equipment

— — 250 — 250

96 — 26 ( 3 ) 119

Total $ 537 $ 417 $ 435 $ ( 2 ) $ 1,387

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

Nine Months Ended

September 30, 2025

ES Corporate and Other / Eliminations Total

Net sales by product type

Aerial Work Platforms $ 1,327 $ — $ — $ 1 $ 1,328

Materials Processing Equipment — 796 — — 796

Specialty Equipment — 456 — — 456

Utility Equipment — — 448 — 448

ESG Equipment

— — 740 — 740

267 1 76 ( 9 ) 335

Total $ 1,594 $ 1,253 $ 1,264 $ ( 8 ) $ 4,103

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

Three Months Ended

September 30, 2024

ES Corporate and Other / Eliminations Total

Net sales by product type

Aerial Work Platforms $ 506 $ — $ — $ — $ 506

Materials Processing Equipment — 273 — — 273

Specialty Equipment — 171 — — 171

Utility Equipment — — 149 — 149

113 — 2 ( 2 ) 113

Total $ 619 $ 444 $ 151 $ ( 2 ) $ 1,212

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

Nine Months Ended

September 30, 2024

ES Corporate and Other / Eliminations Total

Net sales by product type

Aerial Work Platforms $ 1,673 $ — $ — $ 1 1,674

Materials Processing Equipment — 961 — — 961

Specialty Equipment — 502 — — 502

Utility Equipment — — 451 — 451

301 — 3 ( 6 ) 298

Total $ 1,974 $ 1,463 $ 454 $ ( 5 ) $ 3,886

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

NOTE C – INCOME TAXES

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

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

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

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

During the three months ended March 31, 2026, the Company recognized income tax benefit of $ 33 million on a loss of $ 126 million, an effective tax rate of 26.5 %, as compared to income tax expense of $ 5 million on income of $ 26 million, an effective tax rate of 20.3 %, for the three months ended March 31, 2025.

The higher effective tax rate for the three months ended March 31, 2026 when compared with the three months ended March 31, 2025 is primarily due to higher tax related to geographic distribution of income.

NOTE D – ACQUISITIONS AND DIVESTITURES

Environmental Solutions Group Acquisition

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

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

See Note J – “Long-Term Obligations” for definition of the New Term Facility and additional details on financing transactions.

ESG designs and manufactures refuse collection bodies, waste compaction equipment, and associated parts and digital solutions.

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

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

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

REV Group, Inc.

On the Closing date, the Company completed the REV Transaction in accordance with the terms of the definitive merger agreement with REV.

The provisional purchase consideration of $ 3,384 million is based on the conversion of each outstanding share of REV to 0.9809 of a share of Terex and $ 8.71 in cash ($ 426 million in total), the settlement of REV’s outstanding debt owed to a third-party bank that was required to be repaid at closing, and estimated fair value of converted unvested share based awards attributable to pre-combination service.

In connection with the REV Transaction, there were an additional 47.9 million shares of Terex issued upon conversion.

REV serves a diversified customer base primarily in the U.S., and their products are sold to municipalities, government agencies, private contractors, consumers, and industrial and commercial end users.

REV provides customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (motorized recreational vehicles).

The REV Transaction created a diversified specialty equipment manufacturer of emergency, waste, utilities, environmental, material processing equipment and mobile elevating work platforms with attractive end markets characterized by low cyclicality and long-term growth profiles.

The following table summarizes the components of the provisional purchase consideration (in millions except per-share information and the exchange ratio):

REV shares outstanding (1)

Cash consideration (per REV share) $ 8.71

Cash portion of purchase price

Settlement of REV’s outstanding debt

Total cash consideration transferred

REV shares outstanding (1)

Exchange ratio 0.9809

Total Terex common shares issued 47.9

Terex's share price (2)

Equity portion of purchase price

Fair value of converted unvested share based awards attributable to pre-combination services (3)

Total provisional consideration transferred

(1) Represents REV’s outstanding shares as of February 1, 2026.

(2) Represents Terex's share price as of February 2, 2026.

(3) Represents fair value estimate as of February 2, 2026.

Net Assets Acquired

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

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

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

The Company has applied purchase accounting to REV and the results of its 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.

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

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

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

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

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

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

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

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

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

October 8, 2024

however, certain assets acquired and liabilities assumed, such as certain intangibles and related assumptions including useful lives and related amortization, contingencies, as well as tax positions require further analysis and may move materially as the analysis is completed.

Accordingly, these are highly preliminary estimates that 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 merger.

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

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

February 2, 2026

Cash acquired

Receivables, net

Inventory, net

Inventories, net

Prepaid and other current assets

Property, plant & equipment

Property, plant & equipment, net

Identified intangibles subject to amortization 1,254

Identified indefinite-lived intangibles

Total assets acquired

Trade accounts payable

Short-term customer advances

Other current liabilities

Long-term deferred tax liabilities

Other non-current liabilities

1 unchanged sentence

Net assets acquired

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.

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 $ 1,451 million resulting from the merger was assigned to the newly created SV segment.

Goodwill consists of intangible assets that do not qualify for separate recognition which includes assembled workforce and expected synergies from the business combinations.

The following table summarizes the identifiable definite-lived intangible assets acquired (in millions):

The following table summarizes the preliminary determination of the fair values of identifiable indefinite and finite-lived intangible assets acquired (in millions):

Weighted Average Life

(in years) Gross Carrying Amount

Definite-lived intangible assets:

Indefinite-lived intangible assets:

Finite-lived intangible assets:

Backlog 2 236

Customer relationships

Total definite-lived intangible assets

Unaudited Pro Forma Information

The following unaudited pro forma information has been presented as if the ESG Acquisition occurred on January 1, 2023.

Non-competition agreement

Total Indefinite and Finite-lived intangible assets

Acquisition-Related Expenses

The Company has incurred transaction costs directly related to the REV Transaction of $ 17 million for the three months ended March 31, 2026, which is recorded in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income.

Unaudited Actual and Pro Forma Information

The Company’s consolidated Net sales and Net loss attributable to Terex Corporation from February 2, 2026 through March 31, 2026 includes $ 436 million and $ 56 million, respectively, related to the REV business.

The following unaudited pro forma information has been presented as if the REV Transaction occurred on January 1, 2025.

This information is based on historical results of operations, adjusted for acquisition accounting adjustments, and is not necessarily indicative of what the results would have been had the Company operated the business since January 1, 2025, nor does it intend to be a projection of future results.

(in millions, except per share data)

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2024

Three Months Ended Three Months Ended

March 31, 2026 March 31, 2025

$ 1,924 $ 1,827

Basic earnings per share net income

Diluted earnings per share net income

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

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

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

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

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

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

September 30,

Receivables, net

Inventories 55

Prepaid and other current assets 1

Current assets held for sale

Property, plant and equipment – net $ 8

VAT receivable

Other assets 7

Non-current assets held for sale

Trade accounts payable $ 21

Accrued compensation and benefits 4

Other current liabilities 5

Current liabilities held for sale

Non-current liabilities held for sale

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

Net income (loss)

Basic earnings (loss) per share net income

0.33 ( 1.72 )

Diluted earnings (loss) per share net income

0.32 ( 1.72 )

NOTE E – EARNINGS PER SHARE

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

September 30,

Nine Months Ended

September 30,

Net (loss) income

$ ( 89 ) $ 21

Net income (loss) $ 65 $ 88 $ 158 $ 337

Weighted average shares outstanding

65.6 66.9 65.9 67.0

Earnings (loss) per share

(Loss) earnings per share

$ ( 0.93 ) $ 0.32

Basic weighted average shares outstanding

65.6 66.9 65.9 67.0

Effect of dilutive restricted stock

0.6 0.5 0.5 0.7

Diluted weighted average shares outstanding 96.1 66.9

Earnings (loss) per share

(Loss) earnings per share

$ ( 0.93 ) $ 0.31

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

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

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

Weighted average Restricted Stock of approximately 1.0 million and 0.5 million were outstanding during three months ended March 31, 2026 and 2025, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

NOTE F – INVENTORIES

Inventories consist of the following (in millions):

September 30,

2026 December 31,

2 unchanged sentences

Work-in-process 376 107

Raw materials and supplies 439 452

Inventories $ 1,207 $ 1,147

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

Raw materials, chassis, and supplies

$ 1,656 $ 1,109

Inventory reserves were $ 197 million and $ 68 million at March 31, 2026 and December 31, 2025, respectively.

NOTE G – PROPERTY, PLANT AND EQUIPMENT

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

September 30,

2026 December 31,

Property $ 91 $ 76

Plant 373 348

Property - Land and land improvements

Plant - Building and building improvements

Equipment 754 666

5 unchanged sentences

NOTE H – GOODWILL AND INTANGIBLE ASSETS

An analysis of changes in the Company’s goodwill by business segment is as follows (in millions):

Balance at December 31, 2024, gross

$ 138 $ 214 $ 803 $ 1,155

The Company’s goodwill by business segment is as follows (in millions):

March 31, 2026 December 31, 2025

Goodwill, Gross

Accumulated Impairment

Balance at December 31, 2024, net

Goodwill, Net

Goodwill, Gross

Accumulated Impairment

Goodwill, Net

$ 796 $ — $ 796 $ 796 $ — $ 796

Reclass to held-for-sale

214 ( 23 ) 191 217 ( 23 ) 194

Foreign exchange effect and other 2 9 ( 7 ) 4

Balance at September 30, 2025, gross

1,451 — 1,451 — — —

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

Balance at September 30, 2025, net

140 ( 39 ) 101 140 ( 39 ) 101

$ 2,601 $ ( 62 ) $ 2,539 $ 1,153 $ ( 62 ) $ 1,091

An analysis of changes in the Company’s net carrying value of goodwill by business segment is as follows (in millions):

Aerials Total

Balance at December 31, 2025, net

$ 796 $ 194 $ — $ 101 $ 1,091

Acquisitions — — 1,451 — 1,451

Foreign exchange effect and other — ( 3 ) — — ( 3 )

Balance at March 31, 2026, net

$ 796 $ 191 $ 1,451 $ 101 $ 2,539

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

September 30, 2025 December 31, 2024

Weighted Average Life

(in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Definite-lived intangible assets:

March 31, 2026 December 31, 2025

Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Finite-lived intangible assets:

Technology $ 312 $ ( 23 ) $ 289 $ 153 $ ( 19 ) $ 134

4 unchanged sentences

4 ( 1 ) 3 4 ( 1 ) 3

236 ( 17 ) 219 — — —

Non-competition agreement

19 ( 1 ) 18 — — —

Other 17 ( 16 ) 1 17 ( 16 ) 1

Total definite-lived intangible assets

Total finite-lived intangible assets

$ 2,441 $ ( 212 ) $ 2,229 $ 1,187 $ ( 160 ) $ 1,027

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in millions) 2025 2024 2025 2024

Aggregate Amortization Expense $ 20 $ 1 $ 61 $ 2

Indefinite-lived trade names

757 — 757 — — —

Total intangible assets

$ 3,198 $ ( 212 ) $ 2,986 $ 1,187 $ ( 160 ) $ 1,027

Aggregate intangible asset amortization expense was $ 53 million and $ 20 million for the three months ended March 31, 2026 and 2025, respectively, of which $ 6 million and $ 3 million, respectively, was recorded in Cost of goods sold in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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 $ 1 million and $ 9 million at September 30, 2025 and December 31, 2024, respectively.

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

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

Fair value of commodity swaps are based on observable market data for similar assets and liabilities.

Changes in the fair value of commodity swaps are deferred in Accumulated other comprehensive income (loss) (“AOCI”).

Gains or losses on commodity swaps are reclassified to Cost of goods sold (“COGS”) in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the hedged transaction affects earnings.

Cross Currency Swaps

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

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

Fair values of cross currency swaps are based on the present value of future cash payments and receipts.

Changes in the fair value of cross currency swaps are deferred in AOCI.

Gains or losses on cross currency swaps are reclassified to Selling, general and administrative expenses in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the net investment is liquidated.

Foreign Exchange Contracts

The Company enters into foreign exchange contracts to manage variability of future cash flows associated with changing currency exchange rates.

Foreign currency exchange contracts, whether designated or not designated as cash flow hedges, are used to mitigate exposure to changes in foreign currency exchange rates on recognized assets and liabilities or forecasted transactions.

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

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

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

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

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

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

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

September 30,

2026 (remaining nine months) $ 204

NOTE I – LONG-TERM OBLIGATIONS

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

2026 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

Cross currency swaps - net investment hedge Other current assets $ 3 $ — $ 7 $ —

Cross currency swaps - net investment hedge Other non-current assets 4 — 7 —

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

Cross currency swaps - net investment hedge Other current liabilities ( 3 ) — — —

Commodity swaps Other current liabilities — — ( 1 ) —

Cross currency swaps - net investment hedge Other non-current liabilities ( 62 ) — — —

Net derivative asset (liability) $ ( 58 ) $ ( 1 ) $ 13 $ —

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

The following tables provide the effect of derivative instruments that are designated as hedges in AOCI (in millions):

Gain (Loss) Recognized on Derivatives in OCI, net of tax Gain (Loss) Reclassified from AOCI into Income (Loss)

Instrument Three Months Ended

September 30, 2025

Nine Months Ended

September 30, 2025 Income Statement Account Three Months Ended

September 30, 2025

Nine Months Ended

September 30, 2025

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

Cross currency swaps - net investment hedge 3 ( 48 ) Selling, general and administrative expenses — —

Total $ 3 $ ( 45 ) Total $ — $ ( 2 )

Gain (Loss) Recognized on Derivatives in OCI, net of tax Gain (Loss) Reclassified from AOCI into Income (Loss)

Instrument Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

Income Statement Account Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

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

Cross currency swaps - net investment hedge ( 8 ) ( 1 ) Selling, general and administrative expenses — —

Total $ ( 9 ) $ ( 5 ) Total $ — $ 1

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

Classification and amount of Gain (Loss) Recognized in Income (Loss)

Cost of goods sold Interest expense

Three Months Ended

September 30, 2025

Nine Months Ended

September 30, 2025

Three Months Ended

September 30, 2025

Nine Months Ended

September 30, 2025

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

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

Commodity swaps — ( 2 ) — —

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

Cross currency swaps - net investment hedge — — 2 5

Total $ — $ ( 2 ) $ 2 $ 5

Classification and amount of Gain (Loss) Recognized in Income (Loss)

Cost of goods sold Interest expense

Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

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

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

Commodity swaps — 1 — —

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

Cross currency swaps - net investment hedge — — 1 3

Total $ — $ 1 $ 1 $ 3

Derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency denominated assets and liabilities.

The following table provides the effect of non-designated derivatives in the Condensed Consolidated Statement of Comprehensive Income (Loss) (in millions):

Gain (Loss) Recognized in Income (Loss)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Instrument Income Statement Account 2025

Foreign exchange contracts Cost of goods sold $ — $ 2 $ 1 $ —

Foreign exchange contracts Other income (expense) – net — — 1 ( 1 )

Total $ — $ 2 $ 2 $ ( 1 )

In the Condensed Consolidated Statement of Comprehensive Income (Loss), the Company records hedging activity related to commodity swaps, cross currency swaps and foreign exchange contracts in the accounts for which the hedged items are recorded.

On the Condensed Consolidated Statement of Cash Flows, the Company presents cash flows from hedging activities in the same manner as it records the underlying item being hedged.

Counterparties to the Company’s derivative financial instruments are major financial institutions and commodity trading companies with credit ratings of investment grade or better and no collateral is required.

There are no significant risk concentrations.

Management continues to monitor counterparty risk and believes the risk of incurring losses on derivative contracts related to credit risk is unlikely and any losses would be immaterial.

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

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

NOTE J – LONG-TERM OBLIGATIONS

5 % Senior Notes due May 15, 2029, net of unamortized debt issuance costs of $ 3 million at March 31, 2026 and December 31, 2025

6.25 % Senior Notes due October 15, 2032, net of unamortized debt issuance costs of $ 14 million and $ 15 million at March 31, 2026 and December 31, 2025, 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 unamortized original issue discount of $ 5 million at March 31, 2026 and December 31, 2025

Credit Agreement - revolving line of credit expires on October 8, 2029

Secured borrowings 20 21

Finance lease obligations 9 11

Total debt 2,749 2,584

Current portion of long-term debt ( 4 ) ( 6 )

Long-term debt, less current portion $ 2,745 $ 2,578

Credit Agreement

On January 31, 2017, the Company entered into a credit agreement with the lenders and issuing banks party thereto and Credit Suisse AG, Cayman Islands Branch (“CSAG”), as administrative agent and collateral agent, to provide the Company with a multi-currency revolving line of credit and senior secured term loans.

This was subsequently amended to include (i) a $ 600 million revolving line of credit (the “Revolver”) and (ii) senior secured term loans totaling $ 600 million with a maturity date of January 31, 2024.

On April 1, 2021, the Company entered into an amendment and restatement of the credit agreement (as amended and restated, the “Credit Agreement”) which included the following principal changes to the original credit agreement:

(i) extension of the term of the Revolver to expire on April 1, 2026, (ii) reinstatement of financial covenants that were waived in 2020, (iii) decrease in the interest rate on the drawn Revolver by 25 basis points and (iv) certain other technical changes, including additional language regarding the potential cessation of LIBOR as a benchmark rate.

In 2022, the Company completed the prepayment in full of the senior secured term loans.

On January 31, 2017, the Company entered into a Guarantee and Collateral Agreement with CSAG, as collateral agent for the lenders, granting security and guarantees to the lenders for amounts borrowed under the Credit Agreement.

Pursuant to the Guarantee and Collateral Agreement, Terex is required to (a) pledge as collateral the capital stock of the Company’s material domestic subsidiaries and 65 % of the capital stock of certain of the Company’s material foreign subsidiaries and (b) provide a first priority security interest in substantially all of the Company’s domestic assets.

On December 29, 2022, the Company entered into an amendment to the Guarantee and Collateral Agreement which included the following principal changes to the original agreement:

(i) enabling a subsidiary to enter into hedging derivatives with external counterparties and (ii) inclusion of Terex subsidiary entities’ cash management services provided by lending banks to be secured under the Guarantee and Collateral Agreement.

On May 8, 2023, the Company and certain of its subsidiaries entered into Amendment No.

1 (“Amendment No.

1”) to the Credit Agreement, with the lenders and issuing banks party thereto and CSAG.

The principal changes contained in Amendment No.

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

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

On October 8, 2024, the Company entered into an Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No.

2 (the “Amendment No.

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

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

The Amendment No.

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

In addition, the Amended Credit Agreement No.

2 increased the size of the letter of credit facility.

The Amended Credit Agreement No.

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

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

2 to its Amended and Restated Credit Agreement dated April 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) 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 increased 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 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 amendment increased the size of the letter of credit facility, 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).

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

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

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

3 (the “Amendment No.

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

The principal changes contained in the Amendment No.

3 are (i) the Company’s U.S.

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

Previously, the U.S.

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

On August 12, 2025, the borrowing rate of the New Term Facility was amended by a Refinancing Facility Agreement and additional amendment to the Credit Agreement (the “Amended Credit Agreement”), that lowered the Company’s U.S.

Dollar denominated term loans to bear interest at a rate of SOFR plus 1.75 %, and reduced the spread on the revolving credit facilities by 12.5 to 25 basis points.

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

9 unchanged sentences

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

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

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

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

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

make payments under the Indenture when due, (ii) breach of covenants, (iii) the occurrence of a default under other material indebtedness, (iv) a change of control, (v) bankruptcy events and (vi) material judgments.

The Company was in compliance with all covenants contained in the Amended Credit Agreement as of March 31, 2026.

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

Letters of credit can be issued under two facilities provided in the Amended Credit Agreement and via bilateral arrangements outside the Amended Credit Agreement.

2 unchanged sentences

Letters of credit outstanding (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

$500 Million Facility

7 unchanged sentences

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

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

The proceeds from the offering are presented in Long-term debt in the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

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

3 unchanged sentences

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

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

The proceeds from the offering are presented in Long-term debt in the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

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

4 unchanged sentences

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

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

As a result, the VAT receivables pledged as collateral remain in receivables and a liability of $ 20 million and $ 21 million is presented in Long-term debt in the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively.

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

Fair Value of Debt

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

The Company estimates the fair value of its debt set forth below as of March 31, 2026, as follows (in millions, except for quotes):

Book Value Quote Fair Value

7 unchanged sentences

See Note A – “Basis of Presentation” for an explanation of ASC 820 hierarchy.

NOTE K – LITIGATION AND CONTINGENCIES

The Company is involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial, intellectual property and tax litigation, which have arisen in the normal course of operations.

NOTE J – LITIGATION AND CONTINGENCIES

The Company is involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial, class actions, intellectual property and tax litigation, which have arisen in the normal course of operations.

The Company is insured for product liability, general liability, workers’ compensation, employer’s liability, property damage and other insurable risks required by law or contract, with retained liability or deductibles.

4 unchanged sentences

However, outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities which could have a material adverse effect on its results of operations.

The Company is involved in various other legal proceedings which have arisen in the normal course of its operations.

The Company has recorded provisions for estimated losses in circumstances where a loss is probable and the amount or range of possible amounts of the loss is estimable.

Performance, Bid and Specialty Bonds

The Company is contingently liable under bid, performance and specialty bonds issued by the Company’s surety company.

The balance of outstanding performance, bid and specialty bonds was $ 830 million at March 31, 2026 which primarily relates to the REV business.

Losses incurred related to these arrangements have not been significant.

Credit Guarantees

2 unchanged sentences

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

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

The maximum exposure determined for credit guarantees outstanding was $ 51 million as of March 31, 2026 and $ 53 million as of December 31, 2025.

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

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

The allowance for credit losses on credit guarantees was $ 6 million at March 31, 2026 and $ 5 million at December 31, 2025.

Certain businesses within the SV segment have repurchase agreements with certain lending institutions.

The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through payment date by the dealer or other customer, generally not exceeding two years .

The Company also repurchases inventory from dealers from time to time due to state law or regulatory requirements that require manufacturers to repurchase inventory if a dealership exits the business.

The Company’s maximum contingent liability under such agreements was $ 430 million as of March 31, 2026, which represents the gross value of all vehicles under repurchase agreements.

Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the resale value of the units which are required to be repurchased.

Losses incurred under such arrangements have not been significant.

The reserve for losses included in other liabilities on contracts outstanding was $ 2 million as of March 31, 2026.

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

The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in used equipment markets at the time of loss.

NOTE L – STOCKHOLDERS’ EQUITY

The Company’s ability to recover losses experienced from its guarantees and repurchase agreements may be affected by economic conditions in used equipment markets at the time of loss.

Customer Owned Chassis

In certain businesses, the Company’s customers may provide their own vehicle chassis, at their sole discretion, in connection with specific vehicle orders.

These vehicle chassis are stored at the Company’s various production facilities until the related value-added work is completed and the finished unit is shipped back to the customer.

The customer does not transfer the vehicle chassis certificate of origin to the Company.

Accordingly, such chassis are not owned by the Company when delivered or throughout the production process, and are, therefore, excluded from the Company’s inventory.

The Company’s maximum contingent liability related to these vehicle chassis was $ 241 million as of March 31, 2026.

Losses incurred related to these arrangements have not been significant;

accordingly, no reserve has been recorded.

In February 2026, the U.S.

Supreme Court issued a ruling invalidating tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA").

As a result of this ruling, the U.S.

Court of International Trade issued an order directing the U.S.

Customs and Border Protection (“CBP”) agency to begin formalizing a process for refunds.

The CBP launched an online portal that can be used to submit IEEPA tariff refund requests.

All requests, including the Company’s submitted claims, will be reviewed by the CBP to determine validity prior to the issuance of any refunds.

The ultimate recoverability, timing and amount of any potential refunds of IEEPA tariffs remains uncertain and subject to further legal, regulatory and administrative developments.

As of March 31, 2026, the Company has not recorded any potential benefit or impact associated with such refunds, but will continue to monitor these developments and their potential impact.

NOTE K – STOCKHOLDERS’ EQUITY

Changes in Accumulated Other Comprehensive Income (Loss)

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

The table below presents changes in AOCI by component for the three months ended March 31, 2026 and 2025.

All amounts are net of tax (in millions).

Three Months Ended

September 30, 2025

March 31, 2026

Three Months Ended

September 30, 2024

March 31, 2025

CTA Derivative Hedging Adj.

13 unchanged sentences

$ ( 194 ) $ ( 29 ) $ ( 2 ) $ ( 52 ) $ ( 277 ) $ ( 292 ) $ ( 6 ) $ ( 2 ) $ ( 50 ) $ ( 350 )

Nine Months Ended

September 30, 2025

Nine Months Ended

September 30, 2024

CTA Derivative Hedging Adj.

Debt & Equity Securities Adj.

Pension Liability Adj.

Total CTA Derivative Hedging Adj.

Debt & Equity Securities Adj.

Pension Liability Adj.

Beginning balance $ ( 338 ) $ 7 $ ( 3 ) $ ( 48 ) $ ( 382 ) $ ( 228 ) $ ( 5 ) $ ( 3 ) $ ( 51 ) $ ( 287 )

Other comprehensive income (loss) before reclassifications

145 ( 47 ) 1 ( 5 ) 94 13 ( 4 ) 1 ( 3 ) 7

Amounts reclassified from AOCI

— 2 — 2 4 — ( 1 ) — 2 1

Net other comprehensive income (loss)

145 ( 45 ) 1 ( 3 ) 98 13 ( 5 ) 1 ( 1 ) 8

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

Common Stock in Treasury

The Company values treasury stock on a cost basis.

As of March 31, 2026, the Company held 20.8 million shares of common stock in treasury totaling $ 734 million, which include 0.7 million shares held in a trust for the benefit of the Company’s deferred compensation plan totaling $ 22 million.

Stock-Based Compensation

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

During the three months ended March 31, 2026, the Company awarded 2 million shares of Restricted Stock to its employees with a weighted average fair value of $ 59.97 per share.

Approximately 84 % of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants.

1 unchanged sentence

Approximately 5 % cliff vest and are based on performance targets containing a market condition determined over a three-year period.

Included within these amounts were approximately 1 million shares of replacement Restricted Stock awards issued to former REV employees in connection with the REV Transaction, which are governed by the Terex Omnibus Incentive Plan.

Additionally, during the three months ended March 31, 2026, the acceleration of certain awards related to the REV Transaction contributed incremental stock compensation expense of $ 25 million.

Fair value of time-based awards is based on the market price of our common stock at the date of grant approval.

10 unchanged sentences

Share Repurchases

In July 2018, Terex’s Board of Directors (“Board”) authorized the repurchase of up to $ 300 million of the Company’s outstanding shares of common stock.

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

In December 2022, Terex’s Board of Directors (“Board”) authorized the repurchase of up to $ 150 million of the Company’s outstanding shares of common stock.

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

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

Nine Months Ended

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

Three Months Ended

Total Number of

1 unchanged sentence

(in millions)

1,360,706 $ 53

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

Year First Quarter Second Quarter Third Quarter

$ 0.17 $ 0.17 $ 0.17

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

NOTE M – SUBSEQUENT EVENT

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

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

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

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

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

Year First Quarter

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

What changed 10-Q

Item 1. Financial Statements