What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-31 · 223 added, 283 removed, 114 unchanged (82% of the section changed)

1 unchanged sentence

BUSINESS DESCRIPTION

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.

We design, build, and support products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, and the entertainment industry.

Terex is a global industrial equipment manufacturer of materials processing machinery, waste and recycling solutions, customized vehicle solutions, mobile elevating work platforms (MEWPs), equipment for the electric utility industry, commercial and custom fire and ambulance vehicles, and recreational vehicles.

We design, build, and support products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, the entertainment industry, emergency response, and the recreational vehicles market.

We provide lifecycle support to our customers through our global parts and services organization, and offer complementary digital solutions, designed to help our customers maximize their return on their investment.

3 unchanged sentences

We report our business in the following segments:

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

Further information about our reportable segments appears below and in Note B – “Business Segment Information” in the Notes to Condensed Consolidated Financial Statements.

Non-GAAP Measures

In this document, we refer to various GAAP (U.S.

generally accepted accounting principles) and non-GAAP financial measures.

These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies.

Management believes that presenting these non-GAAP financial measures provide investors with additional analytical tools which are useful in evaluating our operating results and the ongoing performance of our underlying businesses because they (i) provide meaningful supplemental information regarding financial performance by excluding impact of one-time items and other items affecting comparability between periods, (ii) permit investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate our core operating performance across periods, and (iii) otherwise provide supplemental information that may be useful to investors in evaluating our financial results.

We do not, nor do we suggest that investors consider, such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Non-GAAP measures also include translation effect of foreign currency exchange rate changes on net sales, gross profit, selling, general & administrative (“SG&A”) expenses and operating profit.

As changes in foreign currency exchange rates have a non-operating impact on our financial results, we believe excluding effects of these changes assists in assessment of our business results between periods.

We calculate the translation effect of foreign currency exchange rate changes by translating current period results using rates that the comparable prior periods were translated at to isolate the foreign exchange component of fluctuation from the operational component.

We calculate a non-GAAP measure of free cash flow.

We define free cash flow as Net cash provided by (used in) operating activities less Capital expenditures, net of proceeds from sale of capital assets.

We believe this measure of free cash flow provides management and investors further useful information on cash generation or use in our primary operations.

We discuss forward-looking information related to expected earnings per share (“EPS”) excluding the impact of potential future acquisitions, divestitures, restructuring, tariffs, trade policies and other unusual items.

Our 2025 outlook for EPS is a non-GAAP financial measure because it excludes unusual items.

We are not able to reconcile these forward-looking non-GAAP financial measures to our most directly comparable forward-looking GAAP financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the exact timing and impact of such items.

The unavailable information could have a significant impact on our full-year 2025 GAAP financial results.

This forward-looking information provides guidance to investors about our EPS expectations excluding these unusual items that we do not believe are reflective of our ongoing operations.

Working capital is calculated using the Condensed Consolidated Balance Sheet amounts for Receivables (net of allowance) plus Inventories, less Trade accounts payable, Customer advances and Short-term unearned revenue.

We view excessive working capital as an inefficient use of resources, and seek to minimize the level of investment without adversely impacting ongoing operations of the business.

Trailing three months annualized net sales is calculated using net sales for the most recent quarter

end multiplied by four.

The ratio calculated by dividing working capital by trailing three months annualized net sales is a non-GAAP measure we believe measures our resource use efficiency.

Non-GAAP measures also include Net Operating Profit After Tax (“NOPAT”) as adjusted, operating profit as adjusted, annualized effective tax rate as adjusted and stockholders’ equity as adjusted, which are used in the calculation of our after tax return on invested capital (“ROIC”) (collectively the “Non-GAAP Measures”), which are discussed in detail below.

Safety remains a top priority for Terex, both for our team members and our customers.

Our global team continues to execute well in a dynamic environment, delivering products and services while maintaining a safe and efficient workplace.

Terex is well positioned from a manufacturing footprint standpoint as about 75% of our 2025 US machine sales are expected to be generated by products that we produce in at least one of our 11 US manufacturing facilities.

That said, higher tariff rates continue to have a transitory impact on our 2025 financial performance.

The most notable tariff-related change during the quarter occurred in mid-August when the U.S.

Bureau of Industry and Security added 407 HS codes to the scope of the Section 232 tariffs on steel and aluminum.

Unlike other tariffs, the 50% rate under the Section 232 tariffs only applies to the value of the non-US steel content in an imported item.

On a macro level, we view the One Big Beautiful Bill Act and more accommodative monetary policy to be stimulative for our domestic end markets which may help mitigate headwinds from tariffs and other external challenges.

Our overall performance in the quarter continued to be solid despite on-going tariff challenges, headwinds in certain markets, and macro uncertainty.

ES continued to grow and deliver strong margins.

MP achieved over 12% operating margin at trough-level volumes, and Aerials delivered better than expected margins in the quarter.

Net sales of $1.4 billion grew 14% year over year.

Excluding ESG, our legacy sales declined by 8%.

Operating margin improved sequentially to 10.1%, flat year over year.

Our backlog remains healthy at $1.8 billion, providing visibility into the fourth quarter and supporting our full-year outlook.

Aerials third quarter 2025 sales of $537 million were consistent with our expectations.

Aerials operating margin of 8.4% was up compared to Q2, but down 180 basis points year over year, due to lower volume and unfavorable customer mix, partially offset by a favorable discrete item of approximately $18 million and cost reductions.

Tariff-related impacts, particularly from the expanded scope of Section 232 steel and aluminum tariffs, began to affect Aerials machines and components manufactured in Monterrey, Mexico.

Despite this, Aerials maintains a strong competitive position as one of only two U.S.-based aerial manufacturers with significant domestic production.

Approximately 70% of Aerials products sold in the U.S.

are manufactured domestically, including nearly all booms and scissors.

The Aerials team continues to execute cost reduction and supply chain action plans to mitigate tariff-related inflation.

MP third quarter 2025 sales of $417 million were 6% lower than last year, consistent with our expectations.

Global Aggregates sales were modestly higher than last year, growing in all regions, while Concrete and Cranes sales declined.

MP generated 12.5% operating margin in Q3, consistent with our expectations as cost control and pricing actions largely offset the tariff impact.

We expect to see margin improvement in MP as we close out 2025.

Our ES segment had another excellent quarter, generating $435 million of sales with 14% year-over-year growth on a pro forma basis.

The strong growth was driven by improved throughput and delivery of refuse collection vehicles and utilities trucks.

ES delivered 13.3% operating margin, with continued sequential margin expansion at Utilities.

In the third quarter of 2025, our largest market remained North America, which represented approximately 72% of our global sales.

As compared to the prior year, sales were up in North America, driven by the ESG acquisition, slightly up in Western Europe, and down in Asia Pacific and other regions.

Adding ESG made Terex a more US-centric company, which we believe is advantageous in the current geopolitical environment.

We are seeing more signs of stability in construction markets, with a more encouraging outlook for infrastructure and industrial related spending growth in the medium to longer-term.

We are also encouraged by increasing adoption of our products in emerging markets such as India, Southeast Asia, the Middle East, and Latin America.

We continued to execute our capital allocation strategy as we made strategic investments in our businesses and we returned capital to shareholders.

We continued to maintain ample liquidity and as of September 30, 2025, we had $1.3 billion in available liquidity, with no near-term debt maturities.

See “Liquidity and Capital Resources” for a detailed description of liquidity and working capital levels, including the primary factors affecting such levels, as well as a reconciliation of net cash provided by (used in) operating activities to free cash flow.

We are closely following the administration’s approach to international trade policy and the responses from countries around the world.

The majority of the products we sell in the United States, we make in the United States which largely limits our exposure.

Moreover, we initiated mitigation actions in anticipation of additional tariffs, leveraging our global capabilities to manage the impact.

Like other industrial companies, we have a global supply base and are exposed to tariffs on imported material.

A key element of our tariff mitigation plan is working closely with our global suppliers to absorb the added cost and forward-place inventory in the United States to buffer the impact of the new tariffs.

In addition, we are leveraging the global sourcing capabilities we developed during the first Trump administration and the post-Covid supply chain crisis to re-balance supply to more favorable sources, among other actions.

As a global company with a significant footprint in the United States and around the world, we have optionality and are ready to take additional actions if needed.

See Part II, Item 1A.

– “Risk Factors” for a detailed description of the risks resulting from the imposition of new, postponed or increased international tariffs.

We continue to expect growth in 2025, anticipating net sales of $5.3 to $5.5 billion, as a result of the ESG acquisition more than offsetting year-over-year declines in legacy sales.

We are maintaining our full-year earnings per share outlook of between $4.70 and $5.10 on lower legacy operating profit, partially offset by ESG accretion.

We now expect the full year net unfavorable impact of tariffs on EPS to be approximately $0.70, assuming tariffs broadly remain at current rates.

It is important to realize we are operating in a complex environment with many macroeconomic variables and geopolitical uncertainties, so results could change, negatively or positively.

ROIC and other Non-GAAP Measures (as calculated below) assist in showing how effectively we utilize capital invested in our operations.

ROIC is determined by dividing the sum of NOPAT for each of the previous four quarters by the average of Debt less Cash and cash equivalents plus Stockholders’ equity for the previous five quarters.

NOPAT for each quarter is calculated by multiplying Operating profit by one minus the annualized effective tax rate, as adjusted.

Debt is calculated using amounts for Current portion of long-term debt plus Long-term debt, less current portion.

We calculate ROIC using the last four quarters’ NOPAT as this represents the most recent 12-month period at any given point of determination.

In order for the denominator of the ROIC ratio to properly match the operational period reflected in the numerator, we include the average of five quarters’ ending balance sheet amounts so that the denominator includes the average of the opening through ending balances (on a quarterly basis) thereby providing, over the same time period as the numerator, four quarters of average invested capital.

In the calculation of ROIC, we adjust operating profit, annualized effective tax rate, and stockholders’ equity to remove the effects of the impact of certain transactions in order to create a measure that is more useful to understanding our operating results and the ongoing performance of our underlying business excluding the impact of unusual items as shown in the tables below.

Our management and Board of Directors (“Board”) use ROIC as one measure to assess operational performance, which is also included in certain compensation programs.

We use ROIC as a metric because we believe it measures how effectively we invest our capital and provides a better measure to compare ourselves to peer companies to assist in assessing how we drive operational improvement.

We believe ROIC measures return on the amount of capital invested in our businesses and is an accurate and descriptive measure of our performance.

We also believe adding Debt less Cash and cash equivalents to Stockholders’ equity provides a better comparison across similar businesses regarding total capitalization, and ROIC highlights the level of value creation as a percentage of capital invested.

As the tables below show, our ROIC at September 30, 2025 was 11.9%.

Amounts described below are reported in millions of U.S.

dollars, except for the annualized effective tax rate as adjusted.

Amounts are as of and for the three months ended for the periods referenced in the tables below.

Sep '25 Jun '25 Mar '25 Dec '24 Sep '24

Annualized effective tax rate as adjusted (1)

15.6 % 15.6 % 15.6 % 15.6 %

Operating profit as adjusted

$ 168 $ 164 $ 111 $ 97

Multiplied by:

1 minus annualized effective tax rate as adjusted

84.4 % 84.4 % 84.4 % 84.4 %

Net operating income (loss) after tax as adjusted

$ 142 $ 138 $ 94 $ 82

Debt $ 2,593 $ 2,593 $ 2,586 $ 2,584 $ 628

Cash and cash equivalents (509) (374) (298) (388) (352)

Debt less Cash and cash equivalents 2,084 2,219 2,288 2,196 276

Stockholders’ equity as adjusted

2,166 2,088 1,941 1,893 1,968

Debt less Cash and cash equivalents plus Stockholders’ equity as adjusted

$ 4,250 $ 4,307 $ 4,229 $ 4,089 $ 2,244

(1) The annualized effective tax rate as adjusted for each 2024 period represents the adjusted full-year 2024 effective tax rate.

September 30, 2025 ROIC 11.9 %

NOPAT as adjusted (last 4 quarters) $ 456

Average Debt less Cash and cash equivalents plus Stockholders’ equity as adjusted (5 quarters)

Three months ended 9/30/2025 Three months ended 6/30/2025 Three months ended 3/31/2025 Three months ended 12/31/2024

Reconciliation of operating profit:

Operating profit as reported

$ 140 129 $ 69 $ 53

Restructuring and other

Purchase price accounting

Deal related 3 3 5 2

Litigation related

Operating profit as adjusted

$ 168 $ 164 $ 111 $ 97

As of 9/30/2025 As of 6/30/2025 As of 3/31/2025 As of 12/31/2024 As of 9/30/2024

Reconciliation of Stockholders’ equity:

Stockholders’ equity as reported $ 2,017 $ 1,965 $ 1,844 $ 1,832 $ 1,957

Effects of adjustments, net of tax:

Restructuring and other

Purchase price accounting 84 67 50 32 —

Deal related 26 22 19 14 —

Litigation related

Equity security related

Stockholders’ equity as adjusted $ 2,166 $ 2,088 $ 1,941 $ 1,893 $ 1,968

Nine Months Ended

September 30, 2025

Income (loss) before income taxes

(Provision for) benefit from income taxes Income tax rate

Reconciliation of annualized effective tax rate:

As reported $ 209 $ (51) 24.5 %

Effect of adjustments:

Restructuring and other

Purchase price accounting

Equity security related

Litigation related

Tax related benefit (1)

Tax related to full-year effective tax rate expectation — 6

Tax related to Swiss deferred tax asset — 6

As adjusted $ 314 $ (49) 15.6 %

(1) The amount represents tax benefit arising from foreign tax legislative changes, in addition to tax planning associated with restructuring activity.

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

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”).

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.

This transaction is a significant milestone in Terex’s ongoing transformation, reinforcing the Company’s position as a leading specialty equipment manufacturer with a complementary and diversified portfolio.

It positions the Company in resilient, high-demand markets with strong long-term growth potential and is expected to result in lower capital intensity, an improved net leverage profile and strong free cash flow generation.

We continue to deploy the Terex Operating System (“TOS”) to further enhance operational efficiency, reduce fixed costs, and drive sustained improvements in operational execution.

Our overall financial results in the first quarter were largely in line with our expectations.

Net sales for the three months ended March 31, 2026 of $1,734 million, which include $436 million of sales generated by the new SV segment, increased 41.1% compared to the same period in prior year.

Excluding the impact of SV, and $28 million of sales in the prior year period from the Company’s tower and rough terrain cranes businesses that were sold on October 31, 2025, net sales increased 8.1% year over year driven by higher sales in all the Company’s other segments.

Adjusted EBITDA for the three months ended March 31, 2026 of $173 million, which include $62 million of Adjusted EBITDA generated by SV, increased 35.2% compared to the same period in 2025.

Excluding the impact of SV, Adjusted EBITDA decreased 13.3% primarily driven by a decrease in Adjusted EBITDA within the Aerials segment.

Additional information regarding segment specific results is provided in the “Results of Operations” section below.

The Company’s free cash outflow for the three months ended March 31, 2026, was $57 million, which includes significant merger related costs incurred in connection with the REV Transaction.

Backlog as of March 31, 2026 increased sequentially to $7.1 billion, driven by backlog acquired in connection with the REV Transaction and strong bookings within the MP and Aerials segments.

In the first quarter of 2026, our largest market remained North America.

Over the past 18 months, we deliberately shifted our end market exposure to more US-based, resilient and predictable sectors with attractive growth profiles.

Our North American sales now represent approximately 80% of our global sales.

As compared to the prior year, sales were up in North America, driven by the REV Transaction, and in all other major geographies.

We continue to execute our capital allocation strategy by driving more operational cash through better net working capital management and by returning value to shareholders through dividends and opportunistic share repurchases.

Our net working capital as a percentage of trailing three month annualized pro forma net sales was 16.7% as of March 31, 2026 compared to 20.8% for the year ended December 31, 2025.

We continue to maintain ample liquidity with approximately $1,022 million available, as of March 31, 2026.

Our key end markets remain resilient with reliable replacement and aftermarket demand, strengthened by the opportunity to differentiate through quality, technology and lifecycle support.

In the waste & recycling market, we are expecting a modest reduction in CAPEX spending from certain customers in the first half of 2026 as they digest recently delivered vehicles.

We anticipate Utilities market growth to be sustained by increasing demand for the U.S.

electrical grid with majority of data center related growth still to come.

Demand for Fire and Emergency vehicles is stable, tied to growing municipal budgets.

In Construction, we continue to see robust Infrastructure activity supported by government funding.

The pipeline of mega projects continues to expand, providing a tailwind through at least 2030.

We are seeing modest improvement in Europe and Australia, however, the outlook in Europe is impacted by macro events.

MP also continues to grow its aggregates and material handling businesses in India.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024

Three Months Ended September 30,

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

Three Months Ended March 31,

Sales % Change In

2 unchanged sentences

Net sales $ 1,734 — $ 1,229 — 41.1 %

Gross profit 282 20.3 % 245 20.2 % 15.1 %

SG&A expenses

206 11.9 % 247 20.1 % (16.6) %

Operating profit

Selling, general and administrative expenses

241 13.9 % 161 13.1 % 49.7 %

Net sales for the three months ended September 30, 2025 increased $175 million when compared to the same period in 2024, primarily due to sales generated from the recently acquired ESG business, partially offset by lower end-market demand in North America across most product lines within Aerials as well as the concrete business within MP.

Gross profit for the three months ended September 30, 2025 increased $37 million when compared to the same period in 2024, primarily due to strong ESG performance and a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency in Aerials, partially offset by the impact of lower sales volume within Aerials and MP, as well as unfavorable mix and tariffs within Aerials.

SG&A expenses for the three months ended September 30, 2025 increased $19 million when compared to the same period in 2024, primarily due to additional compensation cost related to the recently acquired ESG business, as well as higher restructuring and integration costs, partially offset by cost reductions within Aerials and MP.

Operating profit for the three months ended September 30, 2025 increased $18 million when compared to the same period in 2024, primarily due to strong ESG performance, an Aerials discrete item and cost reductions within Aerials and MP, partially offset by the impact of lower legacy sales volume, as well as unfavorable mix and tariffs in Aerials.

Three Months Ended September 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ 537 — $ 619 — (13.2) %

Operating profit

Amortization of purchased intangibles

47 2.7 % 17 1.4 % 176.5 %

Net sales for the three months ended September 30, 2025 decreased $82 million when compared to the same period in 2024, primarily due to lower end-market demand in North America across most product lines as rental customers allocated less capital expenditures, focusing primarily on replacement requirements.

Operating profit for the three months ended September 30, 2025 decreased $18 million when compared to the same period in 2024, primarily due to lower sales volume, as well as unfavorable mix and tariffs, partially offset by a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency and cost reductions.

Materials Processing

Three Months Ended September 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ 417 — $ 444 — (6.1) %

Operating profit

Operating (loss) profit

(82) (4.7) % 69 5.6 % *

Net sales for the three months ended September 30, 2025 decreased $27 million when compared to the same period in 2024, primarily due to lower end-market demand in our North America concrete business.

Operating profit for the three months ended September 30, 2025 decreased $4 million when compared to the same period in 2024, primarily due to lower sales volume, partially offset by cost reductions.

Environmental Solutions

Three Months Ended September 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ 435 — $ 151 — 188.1 %

Operating profit

Interest expense, net of interest income

43 * 41 * 4.9 %

Net sales for the three months ended September 30, 2025 increased $284 million when compared to the same period in 2024, primarily due to sales generated by the recently acquired ESG business and growth driven by strong throughput and delivery of refuse collection vehicles and utilities trucks.

See Note D - “Acquisitions and Dispositions” in our Condensed Consolidated Financial Statements for additional information regarding the acquisition of ESG.

Operating profit for the three months ended September 30, 2025 increased $38 million when compared to the same period in 2024, primarily due to operating profit generated by the recently acquired ESG business.

See Note D - “Acquisitions and Dispositions” in our Condensed Consolidated Financial Statements for additional information regarding the acquisition of ESG.

Corporate and Other / Eliminations

Three Months Ended September 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ (2) — $ (2) — — %

Operating profit (loss)

Benefit from (provision for) income taxes

Net (loss) income

(89) (5.1) % 21 1.7 % *

Adjusted operating profit

150 8.6 % 111 9.1 % 35.1 %

Adjusted EBITDA

173 9.9 % 128 10.4 % 35.2 %

* Not a meaningful percentage

Operating loss for the three months ended September 30, 2025 decreased $2 million when compared to the same period in 2024.

The decrease in operating loss is primarily due to lower compensation costs, partially offset by intercompany eliminations.

Net sales for the three months ended March 31, 2026 increased $505 million when compared to the same period in 2025, including sales generated from SV of $436 million.

Excluding the impact of SV, and $28 million of sales in the prior year period from the Company’s tower and rough terrain cranes businesses which were sold on October 31, 2025, the increase in Net sales was primarily due to higher shipment volumes across most product lines and geographies in all other segments and positive effects of foreign exchange rate changes.

Gross profit for the three months ended March 31, 2026 decreased $41 million when compared to the same period in 2025, primarily due to the inventory step-up and related amortization of $112 million recorded in connection with the REV Transaction, tariff cost within MP and Aerials, and unfavorable mix within ES and Aerials, partially offset by the gross profit contribution from SV and higher sales volumes within the MP and ES segments.

Selling, general, and administrative expense

Selling, general and administrative expenses for the three months ended March 31, 2026 increased $80 million when compared to the same period in 2025, primarily due to incremental intangibles amortization, transaction costs of $17 million and other costs related to the REV Transaction including acceleration of stock-based compensation expense and severance and retention costs, as well as negative effects of foreign exchange rate changes.

These decreases were partially offset by cost reductions within Corporate, Aerials and MP.

Amortization of purchased intangibles

Amortization of purchased intangibles for the three months ended March 31, 2026 increased $30 million when compared to the same period in 2025, primarily due to the additional amortization expense from purchased intangibles resulting from the REV Transaction.

Operating (loss) profit

Operating loss for the three months ended March 31, 2026 was $82 million compared to Operating profit of $69 million in the same period in 2025.

The decrease in Operating profit of $151 million was primarily due to the factors detailed above.

Interest expense, net of interest income

Interest expense, net of interest income, for the three months ended September 30, 2025 and 2024 was $42 million and $10 million, respectively.

The increase in expense is primarily due to the issuance of additional debt in the fourth quarter of 2024 to finance the ESG acquisition.

Other Income (Expense) – Net

Other income (expense) – net was an expense of $4 million and $13 million for the three months ended September 30, 2025 and 2024, respectively.

The decrease in expense is primarily due to lower deal related costs and favorable impact of changes in foreign exchange rates.

During the three months ended September 30, 2025, we 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.

Interest expense, net of interest income, for the three months ended March 31, 2026 and 2025 was $43 million and $41 million, respectively.

The increase in expense is primarily due to higher revolver borrowings and interest accrued on customer deposits, partially offset by lower term loan interest rates and higher interest income.

Benefit from (provision for) income taxes

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

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

A number of countries in which we operate have adopted legislation, many of which were effective in 2024 subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation.

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

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

Among this release, the OECD issued Administrative Guidance on the application of the Global Anti-Base Erosion (GloBE) Model Rules.

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

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

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

2 unchanged sentences

with multiple effective dates.

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

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

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

The impacts of OBBBA are reflected in our results for the quarter ended September 30, 2025.

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

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

Nine Months Ended September 30,

The impacts of OBBBA are reflected in our results for the quarter ended March 31, 2026.

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

Net (loss) income

Net loss for the three months ended March 31, 2026 was $89 million compared to Net income of $21 million in the same period in 2025.

The decrease in Net income of $110 million was primarily due to the factors detailed above.

Adjusted operating profit

Adjusted operating profit for the three months ended March 31, 2026 increased $39 million when compared to the same period in 2025, primarily due to Adjusted operating profit generated by REV of $58 million, higher sales volumes in certain segments and cost reductions, partially offset by tariff cost and unfavorable mix within ES and Aerials.

Adjusted EBITDA

Adjusted EBITDA for the three months ended March 31, 2026 increased $45 million when compared to the same period in 2025, primarily due to Adjusted EBITDA generated by SV of $62 million, higher sales volumes in in MP and operational improvement initiatives, partially offset by tariff, which were not in effect in the prior year period, and unfavorable mix within Aerials, and product mix within ES.

Environmental Solutions

Three Months Ended March 31,

Sales % Change In

2 unchanged sentences

Net sales $ 412 — $ 399 — 3.3 %

Gross profit 803 19.6 % 871 22.4 % (7.8) %

SG&A expenses

465 11.3 % 398 10.2 % 16.8 %

Operating profit

Adjusted EBITDA

$ 74 18.0 % $ 81 20.3 % (8.6) %

Net sales for the nine months ended September 30, 2025 increased $217 million when compared to the same period in 2024, primarily due to sales generated from the recently acquired ESG business, partially offset by lower end-market demand across most product lines and geographies within Aerials and MP.

Gross profit for the nine months ended September 30, 2025 decreased $68 million when compared to the same period in 2024, primarily due to the impact of lower sales volume and unfavorable absorption due to lower production volumes and mix within Aerials and MP, as well as tariffs within Aerials, partially offset by strong ESG performance and a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency in Aerials.

SG&A expenses for the nine months ended September 30, 2025 increased $67 million when compared to the same period in 2024, primarily due to additional compensation cost related to the recently acquired ESG business, a one-time litigation related charge, and higher restructuring and integration costs, partially offset by cost reductions within Aerials and MP.

Operating profit for the nine months ended September 30, 2025 decreased $135 million when compared to the same period in 2024, primarily due to the impact of lower sales volume, production adjustments and unfavorable mix within Aerials and MP, as well as tariffs within Aerials, partially offset by strong ESG performance, an Aerials discrete item and cost reduction actions within Aerials and MP.

Nine Months Ended September 30,

Net sales for the three months ended March 31, 2026 increased $13 million when compared to the same period in 2025, primarily due to strong throughput and delivery of utilities products, partially offset by lower shipments of refuse collection vehicles.

Adjusted EBITDA for the three months ended March 31, 2026 decreased $7 million when compared to the same period in 2025, primarily due to unfavorable product mix, partially offset by higher sales volume and synergy realization.

Materials Processing

Three Months Ended March 31,

Sales % Change In

2 unchanged sentences

Net sales $ 419 — $ 382 — 9.7 %

Operating profit

Adjusted EBITDA

$ 63 15.0 % $ 43 11.2 % 46.5 %

Net sales for the nine months ended September 30, 2025 decreased $380 million when compared to the same period in 2024, primarily due to lower end-market demand across most product lines and geographies and a return to a more customary seasonal delivery pattern.

Operating profit for the nine months ended September 30, 2025 decreased $177 million when compared to the same period in 2024, primarily due to lower sales volume, unfavorable mix, increased tariff expenses, production adjustments and a one-time litigation related charge, partially offset by a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency and cost reductions.

Materials Processing

Nine Months Ended September 30,

Net sales for the three months ended March 31, 2026 increased $37 million when compared to the same period in 2025, primarily due to higher shipment volumes across most product lines and geographies as well as positive effects of foreign exchange rate changes.

These increases were partially offset by the absence of sales from the Company’s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior‑year period.

Adjusted EBITDA for the three months ended March 31, 2026 increased $20 million when compared to the same period in 2025, primarily due to higher sales volume, price realization and efficiency improvement.

Specialty Vehicles

Three Months Ended March 31,

Sales % Change In

2 unchanged sentences

Net sales $ 436 — $ — — *

Operating profit

Adjusted EBITDA

$ 62 14.2 % $ — * *

Net sales for the nine months ended September 30, 2025 decreased $210 million when compared to the same period in 2024, primarily due to lower channel requirements and end-market demand across most product lines and geographies.

Operating profit for the nine months ended September 30, 2025 decreased $68 million when compared to the same period in 2024, primarily due to lower sales volume, production adjustments and higher restructuring costs, partially offset by cost reductions.

Environmental Solutions

Nine Months Ended September 30,

* Not a meaningful percentage

Net sales and Adjusted EBITDA represent the results of operations of REV from the REV Transaction since February 2, 2026.

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

Three Months Ended March 31,

Sales % Change In

2 unchanged sentences

Net sales $ 469 — $ 450 — 4.2 %

Operating profit

Adjusted EBITDA

$ — — % $ 20 4.4 % (100.0) %

Net sales for the nine months ended September 30, 2025 increased $810 million when compared to the same period in 2024, primarily due to sales generated by the recently acquired ESG business and growth driven by strong throughput and delivery of refuse collection vehicles and utilities trucks.

See Note D - “Acquisitions and Dispositions” in our Condensed Consolidated Financial Statements for additional information regarding the acquisition of ESG.

Operating profit for the nine months ended September 30, 2025 increased $121 million when compared to the same period in 2024, primarily due to operating profit generated by the recently acquired ESG business and continued margin improvements in both ESG and Terex Utilities.

See Note D - “Acquisitions and Dispositions” in our Condensed Consolidated Financial Statements for additional information regarding the acquisition of ESG.

Net sales for the three months ended March 31, 2026 increased $19 million when compared to the same period in 2025, primarily due to positive effects of foreign exchange rate changes and higher shipment volumes in Western Europe across most product lines, partially offset by unfavorable mix.

Adjusted EBITDA for the three months ended March 31, 2026 decreased $20 million when compared to the same period in 2025, primarily due to tariffs incurred in the current year that were not present in the prior year period, as well as temporary unfavorable mix and timing of price realization.

Corporate and Other / Eliminations

Nine Months Ended September 30,

Three Months Ended March 31,

Sales % Change In

2 unchanged sentences

Net sales $ (2) — $ (2) — — %

Operating profit (loss)

Adjusted EBITDA

(26) * (16) * (62.5) %

* Not a meaningful percentage

Net sales for the nine months ended September 30, 2025 decreased $3 million when compared to the same period in 2024, primarily due to changes in intercompany eliminations and lower sales for government programs.

Operating loss for the nine months ended September 30, 2025 increased $11 million when compared to the same period in 2024.

The increase in operating loss is primarily due to changes in intercompany eliminations and lower sales for government programs.

Interest Expense, Net of Interest Income

Interest expense, net of interest income, for the nine months ended September 30, 2025 and 2024 was $125 million and $35 million, respectively.

The increase in expense is primarily due to the issuance of additional debt in the fourth quarter of 2024 to finance the ESG acquisition.

Other Income (Expense) – Net

Other income (expense) – net was an expense of $4 million and $28 million for the nine months ended September 30, 2025 and 2024, respectively.

The decrease in expense is primarily due to net gains recorded on equity securities, lower deal related costs and the favorable impact of changes in foreign exchange rates.

During the nine months ended September 30, 2025, we 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.

Adjusted EBITDA for the three months ended March 31, 2026 decreased $10 million when compared to the same period in 2025.

The decrease is primarily due to additional costs driven by the REV Transaction which includes higher compensation costs and technology expenses.

Non-GAAP Measures

In this document, we refer to various GAAP (U.S.

generally accepted accounting principles) and non-GAAP financial measures.

These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies.

Management believes that presenting these non-GAAP financial measures provide investors with additional analytical tools which are useful in evaluating our operating results and the ongoing performance of our underlying businesses because they (i) provide meaningful supplemental information regarding financial performance by excluding the impact of one-time items and other items affecting comparability between periods, and non-cash items such as depreciation and amortization, (ii) permit investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate our core operating performance across periods, and (iii) otherwise provide supplemental information that may be useful to investors in evaluating our financial results.

We do not, nor do we suggest that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

We discuss Adjusted operating profit, which is defined as Operating profit or loss as adjusted for acquisition or divestiture related items, restructuring, purchase price accounting, and other items that we believe are not indicative of our ongoing operating performance.

We also discuss Adjusted EBITDA.

To determine Adjusted EBITDA, we adjust net income or net loss for the following items:

non-cash depreciation and amortization, interest expense, income taxes, acquisition or divestiture related items, restructuring, purchase price accounting, and other items that we believe are not indicative of our ongoing operating performance.

We calculate a non-GAAP measure of free cash flow.

We define free cash flow as Net cash provided by (used in) operating activities less Capital expenditures, net of proceeds from sale of capital assets.

We believe this measure of free cash flow provides management and investors further useful information on cash generation or use in our primary operations.

Working capital is calculated using the Condensed Consolidated Balance Sheet amounts for Receivables (net of allowance) plus Inventories, less Trade accounts payable, and short and long-term Customer advances.

We view excessive working capital as an inefficient use of resources, and seek to minimize the level of investment without adversely impacting ongoing operations of the business.

Trailing three months annualized net sales is calculated using net sales for the most recent quarter end multiplied by four.

The ratio calculated by dividing working capital by trailing three months annualized net sales is a non-GAAP measure we believe measures our resource use efficiency.

Non-GAAP measures also include translation effect of foreign currency exchange rate changes on net sales, gross profit, selling, general & administrative expenses and operating profit, as well as net sales, gross profit, and SG&A costs and operating profit excluding the impact of acquisitions and divestitures.

The following table reconciles Net (loss) income to Adjusted operating profit for the periods presented:

Three Months Ended March 31,

Net (loss) income

Gain (loss) on disposition of discontinued operations – net of tax 4 —

Benefit from (provision for) income taxes

Interest income 4 2

Interest expense (47) (43)

Other expense – net (1) (2)

Operating (loss) profit

Restructuring and other (a)

Deal related (b)

Purchase price accounting (c)

Divestitures (d)

Litigation related (e)

Adjusted operating profit

The following table reconciles Net (loss) income to Adjusted EBITDA for the periods presented:

Three Months Ended March 31, 2026

Corporate and Other / Elims

Net income (loss) (1)

$ 49 $ 60 $ (91) $ (8) $ (99) $ (89)

Gain on disposition of discontinued operations – net of tax

— — — — (4) (4)

Benefit from income taxes

— — — — (33) (33)

Interest income — — — — (4) (4)

Interest expense — 3 3 — 41 47

Other expense

Operating profit (loss)

49 63 (88) (7) (99) (82)

20 — 31 — 3 54

Non-cash interest costs

— — — (2) (2)

73 68 (53) — (95) (7)

Restructuring and other (a)

Deal related (b)

— — — — 68 68

Purchase price accounting (c)

— — 113 — 1 114

Divestitures (d)

— (5) 2 — — (3)

Adjusted EBITDA

$ 74 $ 63 $ 62 $ — $ (26) $ 173

(1) Management does not allocate income taxes, interest costs incurred at the Corporate level, and certain other Corporate items to the segments.

Three Months Ended March 31, 2025

ES MP Aerials Corporate and Other / Elims

Net income (loss) (1)

$ 56 $ 33 $ 2 $ (70) $ 21

Provision for income taxes

Interest income — — — (2) (2)

Interest expense — 3 — 40 43

Other expense

Operating profit (loss)

56 36 2 (25) 69

Non-cash interest costs

— — — (2) (2)

80 41 8 (23) 106

Restructuring and other (a)

Deal related (b)

Purchase price accounting (c)

Litigation related (e)

Adjusted EBITDA

$ 81 $ 43 $ 20 $ (16) $ 128

(1) Management does not allocate income taxes, interest costs incurred at the Corporate level, and certain other Corporate items to the segments.

Costs for the three months ended March 31, 2026 are associated with reduction in force in the ES segment.

Costs for the three months ended March 31, 2025 are associated with restructuring programs across MP, Aerials, and Corporate segments.

Costs for the three months ended March 31, 2026 are primarily related to the REV Transaction, including acceleration of stock-based compensation awards, severance and retention costs incurred, and transaction costs.

Costs for the three months ended March 31, 2025 relate to costs incurred as part of the ESG integration.

Costs for the three months ended March 31, 2026 primarily relate to the REV Transaction, and include inventory step-up, incremental stock based compensation cost for replacement stock awards, and amortization of purchased intangibles.

Costs for the three months ended March 31, 2025 primarily relate to ESG, and primarily relate to the amortization of purchased intangibles.

Amortization is not included within Purchase price accounting in the reconciliation of Net (loss) income to Adjusted EBITDA, as amortization is a separate line item within the reconciliation.

Reflects a gain realized on the previously disposed of Cranes business, offset by the loss on sale of a business within the SV segment.

Reflects costs incurred to settle a claim which was outside the normal course of business.

LIQUIDITY AND CAPITAL RESOURCES

We are focused on generating cash and maintaining liquidity (cash and availability under our revolving line of credit) for the efficient operation of our business.

At September 30, 2025, we had cash and cash equivalents of $509 million and undrawn availability under our revolving line of credit of $800 million, giving us total liquidity of approximately $1,309 million.

During the nine months ended September 30, 2025, our liquidity increased by approximately $121 million from December 31, 2024 primarily due to cash generated from operations, proceeds from sale of equity securities and settlement of net investment hedges, partially offset by cash used in capital expenditures, share repurchases and dividends.

At March 31, 2026, we had cash and cash equivalents of $392 million and undrawn availability under our revolving line of credit of $630 million, giving us total liquidity of approximately $1,022 million.

During the three months ended March 31, 2026, our liquidity decreased by approximately $550 million from December 31, 2025 primarily due to cash used for the REV Transaction, capital expenditures, operating activities, and dividend payments, partially offset by proceeds from the sale of a business.

Our main sources of funding are cash generated from operations, including cash generated from the sale of receivables, loans from our bank credit facilities and funds raised in capital markets.

20 unchanged sentences

Incremental cash repatriated to the U.S.

would not be expected to result in material foreign income and withholding, U.S.

would not be expected to

result in material foreign income and withholding, U.S.

federal or state income tax cost.

We will continue to seek opportunities to tax-efficiently mobilize and redeploy funds.

We had free cash flow of $130 million and $153 million for the three and nine months ended September 30, 2025, respectively.

The following table reconciles net cash provided by (used in) operating activities to free cash flow (in millions):

We had free cash outflow of $57 million for the three months ended March 31, 2026, respectively.

The following table reconciles net cash used in operating activities to free cash outflow (in millions):

Three Months Ended

9/30/2025 Nine Months Ended

Net cash provided by (used in) operating activities $ 154 $ 235

Capital expenditures, net of proceeds from sale of capital assets (24) (82)

Free cash flow (use) $ 130 $ 153

Pursuant to terms of our trade accounts receivable factoring arrangements, during the nine months ended September 30, 2025, we sold, without material recourse, approximately $492 million of trade accounts receivable to enhance liquidity.

Working capital as a percentage of trailing three month annualized net sales was 23.2% at September 30, 2025.

The following tables show the calculation of our working capital and trailing three months annualized sales as of September 30, 2025 (in millions):

Net cash used in operating activities

Capital expenditures

Free cash outflow

Pursuant to terms of our trade accounts receivable factoring arrangements, during the three months ended March 31, 2026, we sold, without material recourse, approximately $175 million of trade accounts receivable to enhance liquidity.

Working capital as a percentage of trailing three month annualized pro forma net sales was 16.7% at March 31, 2026.

The following tables show the calculation of our working capital and trailing three months annualized pro forma sales as of March 31, 2026 (in millions):

Three Months Ended

September 30, 2025

Trailing three month annualized net sales

September 30, 2025

March 31, 2026

Net sales, as reported

REV Group pro forma net sales (January 2026)

Total pro forma net sales

Trailing three month annualized pro forma net sales

March 31, 2026

Inventories $ 1,656

1 unchanged sentence

Trade accounts payable

Customer advances and Short-term unearned revenue

Short and long-term Customer advances

Working capital

We remain focused on the use of Terex Financial Services to drive incremental sales by facilitating customer financing solutions in key markets.

During the nine months ended September 30, 2025, we repurchased 1,360,706 shares of common stock for $53 million leaving approximately $183 million available for repurchase under our share repurchase programs.

Our Board declared a dividend of $0.17 per share in each of the first three quarters of 2025, which was paid to our stockholders.

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

During the three months ended March 31, 2026, there were no shares of common stock repurchased, leaving approximately $183 million available for repurchase under our share repurchase programs.

Our Board declared a dividend of $0.17 per share in the first quarter of 2026, which was paid to our stockholders.

Our ability to access capital markets to raise funds, through sale of equity or debt securities, is subject to various factors, some specific to us and others related to general economic and/or financial market conditions.

2 unchanged sentences

In addition, terms of our bank credit facilities and senior notes contain restrictions on our ability to make further borrowings and to sell substantial portions of our assets.

Cash provided by operations was $235 million and $149 million for the nine months ended September 30, 2025 and 2024, respectively.

The increase in cash provided by operations was primarily driven by changes in working capital, partially offset by lower operating profitability.

Cash used in investing activities was $44 million and $80 million for the nine months ended September 30, 2025 and 2024, respectively.

The decrease in cash used in investing activities relates primarily to proceeds from sale of equity securities, the settlement of net investment hedges and the receipt of a post-closing purchase price adjustment related to the ESG acquisition.

Cash used in financing activities was $98 million and $88 million for the nine months ended September 30, 2025 and 2024, respectively.

The increase in cash used in financing activities was primarily due to higher share repurchases.

Cash used in operations was $31 million and $21 million for the three months ended March 31, 2026 and 2025, respectively.

The increase in cash used in operations was primarily driven by payments of transaction costs and severance in connection with the REV Transaction, partially offset by changes in working capital.

Cash used in investing activities was $467 million and $26 million for the three months ended March 31, 2026 and 2025, respectively.

The increase in cash used in investing activities relates primarily to cash consideration paid in connection with the REV Transaction, partially offset by proceeds from the sale of a business and lower capital expenditures.

Cash provided by financing activities was $122 million for the three months ended March 31, 2026, compared to cash used in financing activities of $50 million for the prior year period.

The increase in cash provided by financing activities was primarily driven by higher borrowings in the current year period and share repurchases in the prior‑year period not repeating in the current year period, partially offset by higher cash payments related to shares withheld for tax payment on Restricted Stock Awards and increased dividend payments.

OFF-BALANCE SHEET ARRANGEMENTS

We may assist customers in their rental, leasing and acquisition of our products by facilitating financing transactions directly between (i) end-user customers, distributors and rental companies and (ii) third-party financial institutions, providing recourse in certain circumstances.

The expectation of losses or non-performance is evaluated based on consideration of historical customer assessments, current financial conditions, reasonable and supportable forecasts, equipment collateral value and other factors.

Many of these factors, including the assessment of a customer’s ability to pay, are influenced by economic and market factors that cannot be predicted with certainty.

Our maximum liability is generally limited to our customer’s remaining payments due to the third-party financial institutions at the time of default.

In the event of a customer default, we are generally able to recover and dispose of the equipment at a minimum loss, if any, to us.

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

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

Our ability to recover losses experienced from our guarantees may be affected by economic conditions in used equipment markets at the time of loss.

See Note K – “Litigation and Contingencies” in the Notes to Condensed Consolidated Financial Statements for further information regarding our guarantees.

See Note J – “Litigation and Contingencies” in the Notes to Condensed Consolidated Financial Statements for information regarding our guarantees.

CONTINGENCIES AND UNCERTAINTIES

4 unchanged sentences

We manage our exposure to interest rate risk by establishing a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintain a ratio of floating and fixed rates on this mix of indebtedness using interest rate derivatives when necessary.

See Note I – “Derivative Financial Instruments” in the Notes to Condensed Consolidated Financial Statements for further information regarding our derivatives and Item 3 “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the impact changes in foreign currency exchange rates and interest rates may have on our financial performance.

See Item 3 “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the impact changes in foreign currency exchange rates and interest rates may have on our financial performance.

We are subject to a number of contingencies and uncertainties including, without limitation, product liability claims, workers’ compensation liability, intellectual property litigation, self-insurance obligations, tax examinations, guarantees, class action lawsuits and other matters.

See Note K – “Litigation and Contingencies” in the Notes to Condensed Consolidated Financial Statements for more information regarding contingencies and uncertainties.

See Note J – “Litigation and Contingencies” in the Notes to Condensed Consolidated Financial Statements for more information regarding contingencies and uncertainties.

We are insured for product liability, general liability, workers’ compensation, employer’s liability, property damage, intellectual property and other insurable risks required by law or contract with retained liability to us or deductibles.

14 unchanged sentences

Please refer to Note A – “Basis of Presentation” in the accompanying Condensed Consolidated Financial Statements for a summary of recently issued accounting standards.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to interest rate risk, foreign exchange risk and commodity price risk from the information provided in our Annual Report on Form 10-K filed on February 13, 2026.

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 2. Management’s Discussion and Analysis