What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-05-01 · 299 added, 158 removed, 574 unchanged (44% of the section changed)

1 unchanged sentence

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in millions, except per share data)

Three Months Ended

Six Months Ended

2026 2025 2026 2025

Net sales $ 2,238 $ 1,487 $ 3,972 $ 2,716

4 unchanged sentences

( 48 ) ( 17 ) ( 95 ) ( 35 )

Operating (loss) profit

Operating profit 187 129 105 198

Other income (expense)

1 unchanged sentence

Interest expense ( 50 ) ( 44 ) ( 97 ) ( 87 )

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

Other (expense) income – net ( 3 ) 2 ( 4 ) —

Income before income taxes 139 89 13 115

(Provision for) benefit from income taxes ( 29 ) ( 17 ) 4 ( 22 )

Income from continuing operations 110 72 17 93

Income from discontinued operations – net of tax — — 4 —

Net income $ 110 $ 72 $ 21 $ 93

Basic earnings per share

Income from continuing operations $ 0.97 $ 1.10 $ 0.16 $ 1.41

Income from discontinued operations – net of tax — — 0.04 —

Net income $ 0.97 $ 1.10 $ 0.20 $ 1.41

Diluted earnings per share:

Income from continuing operations $ 0.96 $ 1.09 $ 0.16 $ 1.40

Income from discontinued operations – net of tax — — 0.04 —

Net income $ 0.96 $ 1.09 $ 0.20 $ 1.40

Weighted average number of shares outstanding in per share calculation

1 unchanged sentence

Diluted 114.2 65.9 105.4 66.5

Net (loss) income

$ ( 89 ) $ 21

Other comprehensive (loss) income

Comprehensive (loss) income

$ ( 101 ) $ 53

Net income $ 110 $ 72 $ 21 $ 93

Other comprehensive income (loss) — 74 ( 12 ) 106

Comprehensive income $ 110 $ 146 $ 9 $ 199

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

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Cash and cash equivalents $ 407 $ 772

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

Receivables (net of allowance of $ 10 and $ 9 at June 30, 2026 and December 31, 2025, respectively)

Inventories 1,656 1,109

5 unchanged sentences

Intangible assets – net 2,906 1,027

Long-term deferred tax asset 157 207

Other assets 381 329

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

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

issued 134.4 and 85.5 shares at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,817 942

1 unchanged sentence

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

Shares of common stock in treasury – 20.8 and 20.6 shares at June 30, 2026 and December 31, 2025

( 737 ) ( 722 )

28 unchanged sentences

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

Net income — — — 110 — — 110

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

Stock compensation expense — — 15 — — — 15

Vestings of restricted stock, net of employee tax withholdings 0.1 — ( 1 ) — — ( 1 ) ( 2 )

Compensation under stock-based plans – net — — 2 — — — 2

Dividends — — — ( 20 ) — — ( 20 )

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

Other — — — — — 1 1

Balance at June 30, 2026

113.6 $ 1 $ 3,817 $ 2,121 $ ( 277 ) $ ( 737 ) $ 4,925

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

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

Net income — — — 72 — — 72

Other comprehensive income – net of tax — — — — 74 — 74

Stock compensation expense — — 8 — — — 8

Vestings of restricted stock, net of employee tax withholdings — — ( 1 ) — — — ( 1 )

Compensation under stock-based plans – net — — 2 — — — 2

Dividends — — — ( 11 ) — — ( 11 )

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

Other — — ( 1 ) — — ( 1 )

Balance at June 30, 2025

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

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

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(in millions)

Three Months Ended

Six Months Ended

Operating Activities

Net (loss) income

$ ( 89 ) $ 21

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

Net income $ 21 $ 93

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization 163 79

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Foreign exchange and other operating activities, net 1 2

Net cash used in operating activities

( 31 ) ( 21 )

Net cash provided by operating activities 97 81

Investing Activities

3 unchanged sentences

Net cash used in investing activities ( 488 ) ( 38 )

( 467 ) ( 26 )

Financing Activities

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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 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.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of June 30, 2026 and for the three and six months ended June 30, 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.

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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.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for year ended December 31, 2025.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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

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

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.

Operating results for the three and six months ended June 30, 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 operating 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.

The change in classification and presentation has been reflected in the Condensed Consolidated Statements of Income and Comprehensive 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 operating expense and related decrease to Cost of goods sold of $ 17 million and $ 35 million for the three and six months ended June 30, 2025, respectively.

Merger Transaction.

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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.

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

Accounting Standards Implemented in 2026.

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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 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.

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Receivables and Allowance for Doubtful Accounts.

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.

Receivables include $ 1,042 million and $ 627 million of trade accounts receivable at June 30, 2026 and December 31, 2025, respectively.

Trade accounts receivable are recorded at the 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.

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

Three Months Ended

March 31, 2026 March 31, 2025

Six Months Ended

June 30, 2026 June 30, 2025

Balance at beginning of period

Provision for credit losses 2 1

Balance at of end of period

Balance at end of period $ 10 $ 10

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

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

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.

Revenue recognized during the period related to contract liabilities outstanding as of December 31, 2025 and December 31, 2024 was as follows (in millions):

Three Months Ended Six Months Ended

June 30, 2026 (1)

June 30, 2025 June 30, 2026 (1)

June 30, 2025

Contract liabilities recognized in period $ 31 $ 9 $ 94 $ 27

(1) Includes $ 23 million and $ 67 million for the three and six months ended June 30, 2026, respectively, that were included in the contract liabilities balance of $ 359 million assumed in connection with the REV Transaction.

See Note D - “Acquisitions” 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.

Interest charges incurred on customer advances were $ 3 million and $ 6 million, respectively, for the three and six months ended June 30, 2026 and are recorded in Interest expense in the Condensed Consolidated Statements of Income and Comprehensive Income.

Contract assets were $ 31 million as of June 30, 2026 and were not significant as of 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.

The Company estimated that $ 3,418 million and $ 39 million at June 30, 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.

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Supplier Finance.

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

The Company has unsecured agreements with third-party financial institutions to facilitate supplier finance programs.

These programs allow qualifying suppliers to sell their receivables due from the Company, on an invoice level at the selection of the supplier, to the financial institution and negotiate their outstanding receivable arrangements and associated fees directly with the financial institution.

The Company is not party to the agreements between the supplier and the financial institution.

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 $ 44 million and $ 36 million at March 31, 2026 and December 31, 2025, respectively.

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

Confirmed obligation amounts outstanding were $ 50 million and $ 36 million at June 30, 2026 and December 31, 2025, respectively.

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

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The Company records accruals for potential warranty claims based on its claim experience.

The Company’s products are typically sold with a standard warranty covering defects that arise during a fixed period.

Each business provides a warranty specific to products it offers.

The Company’s products are typically sold with a standard warranty covering defects that arise during a fixed period of time, a fixed number of operating hours or both.

Each business provides a warranty specific to the products it offers.

The specific warranty offered by a business is a function of customer expectations and competitive forces.

Warranty length is generally a fixed period of time, a fixed number of operating hours or both.

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

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

Three Months Ended

March 31, 2026 March 31, 2025

Six Months Ended

June 30, 2026 June 30, 2025

Balance at beginning of period $ 50 54

6 unchanged sentences

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.

Changes in the fair value of derivatives are recorded each period in earnings or Accumulated other comprehensive income (loss) (“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.

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 470 million at both June 30, 2026 and December 31, 2025, respectively.

The Company had $ 214 million and $ 114 million notional value of foreign exchange contracts outstanding that were not designated as hedging instruments at June 30, 2026 and December 31, 2025, respectively.

Net gains and losses reclassified to earnings from AOCI related to qualified hedges were not material to our results of operations during the three and six months ended June 30, 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;

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.

Assets and liabilities measured at fair value on a recurring basis under the provisions of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement and Disclosure” (“ASC 820”) include commodity swaps, cross currency swaps, foreign exchange contracts, investments in marketable securities, and non-qualified supplemental executive retirement plans (“SERPs”), among others.

These assets and liabilities are valued using observable market data for

similar assets and liabilities or the present value of future cash payments and receipts.

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

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Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e.

supported by little or no market activity).

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Determining which category an asset or liability falls within this hierarchy requires judgment.

The Company evaluates its hierarchy disclosures each quarter.

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 Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements.

The Company has investments held in a Rabbi Trust for the Company’s non-qualified SERPs.

The total value of these investments was $ 33 million at both June 30, 2026 and December 31, 2025, and was considered to be measured at Level 1.

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

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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;

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Business segment information is presented below (in millions):

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Corporate and Other / Eliminations

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35 43 37 48 163

Adjusted segment operating profit (loss)

Adjusted segment operating profit $ 75 $ 82 $ 88 $ 32 $ 277

Corporate and Other / Eliminations ( 48 )

Restructuring and other

Purchase Price Accounting

Consolidated operating profit $ 187

Interest expense - net ( 45 )

Other expense - net ( 3 )

Income before income taxes $ 139

(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.

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.

Six Months Ended June 30, 2026

Corporate and Other / Eliminations

Net sales $ 867 $ 883 $ 1,086 $ 1,142 $ ( 6 ) $ 3,972

Adjusted cost of goods sold

653 658 881 1,021 3,213

Adjusted selling, general and administrative expenses

69 85 59 96 309

Adjusted segment operating profit $ 145 $ 140 $ 146 $ 25 $ 456

Corporate and Other / Eliminations ( 147 )

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Purchase Price Accounting

Consolidated operating (loss) profit

Interest income (expense) - net

Other income (expense) - net

(Loss) income before income taxes

Consolidated operating profit $ 105

Interest expense - net ( 88 )

Other expense - net ( 4 )

Income before income taxes $ 13

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

1 unchanged sentence

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Corporate and Other / Eliminations

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Purchase Price Accounting

Consolidated operating profit

Interest expense - net ( 42 )

Other income - net 2

Income before income taxes $ 89

(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.

Six Months Ended June 30, 2025

Corporate and Other / Eliminations

Net sales $ 829 $ 836 $ — $ 1,057 $ ( 6 ) $ 2,716

Adjusted cost of goods sold

602 648 — 899 2,149

Adjusted selling, general and administrative expenses

68 92 — 96 256

Adjusted segment operating profit

$ 159 $ 96 $ — $ 62 $ 317

Corporate and Other / Eliminations ( 53 )

Restructuring and other

Purchase Price Accounting

Litigation related

Consolidated operating profit

Interest income (expense) - net

Other income (expense) - net

Income (loss) before income taxes

Interest expense - net ( 83 )

Income before income taxes $ 115

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

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Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Depreciation and amortization

$ 25 $ 24 $ 49 $ 48

Corporate 7 4 12 7

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Capital expenditures

$ 6 $ 8 $ 14 $ 15

Corporate 5 5 7 7

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Three Months Ended

March 31, 2026

June 30, 2026

Corporate and Other / Eliminations Total

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(1) Includes intercompany sales and eliminations.

(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.

(2) Total sales for all segments in the aggregate include $ 1,732 million for the three months ended June 30, 2026 attributable to the U.S., the Company’s country of domicile.

Six Months Ended

June 30, 2026

Corporate and Other / Eliminations Total

Net sales by region

North America $ 853 $ 405 $ 1,077 $ 864 $ — $ 3,199

Western Europe — 208 — 188 — 396

Asia-Pacific 4 191 2 41 — 238

Rest of World (1)

10 79 7 49 ( 6 ) 139

$ 867 $ 883 $ 1,086 $ 1,142 $ ( 6 ) $ 3,972

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $ 3,005 million for the six months ended June 30, 2026 attributable to the U.S., the Company’s country of domicile.

Three Months Ended

March 31, 2025

June 30, 2025

Corporate and Other / Eliminations Total

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(1) Includes intercompany sales and eliminations.

(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.

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

Six Months Ended

June 30, 2025

Corporate and Other / Eliminations Total

Net sales by region

North America $ 822 $ 372 $ — $ 789 $ 2 $ 1,985

Western Europe — 223 — 154 — 377

Asia-Pacific 2 156 — 54 — 212

Rest of World (1)

5 85 — 60 ( 8 ) 142

$ 829 $ 836 $ — $ 1,057 $ ( 6 ) $ 2,716

(1) Includes intercompany sales and eliminations.

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

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

NOTE C – INCOME TAXES

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

During the three months ended June 30, 2026, the Company recognized income tax expense of $ 29 million on pretax income of $ 139 million, an effective tax rate of 20.6 %, as compared to income tax expense of $ 17 million on pretax income of $ 89 million, an effective tax rate of 18.5 %, for the three months ended June 30, 2025.

The higher effective tax rate for the three months ended June 30, 2026 when compared with the three months ended June 30, 2025 is primarily due to higher tax related to geographic distribution of income.

During the six months ended June 30, 2026, the Company recognized income tax benefit of $ 4 million on pretax income of $ 13 million, an effective tax rate of ( 37.4 )%, as compared to income tax expense of $ 22 million on pretax income of $ 115 million, an effective tax rate of 18.9 %, for the six months ended June 30, 2025.

The lower effective tax rate for the six months ended

June 30, 2026 when compared with the six months ended June 30, 2025 is primarily due to an increase in favorable discrete items.

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

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

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

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

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

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

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

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

with multiple effective dates.

Among the changes 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 three and six months ended June 30, 2026.

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

NOTE D – ACQUISITIONS

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.

The results of REV have been included in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income from the Closing Date.

The provisional purchase consideration of $ 3,384 million is based on the conversion of each outstanding share of REV into 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 of REV shares.

REV serves a diversified customer base primarily in the U.S., and its 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).

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Net Assets Acquired

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.

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

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.

however, the purchase accounting remains provisional and is subject to change during the measurement period, which extends for up to one year from the Closing Date, as the Company continues to evaluate certain assets acquired and liabilities assumed and finalize the related independent valuations.

As a result, the provisional amounts recognized for certain assets acquired and liabilities assumed, such as contingencies and income tax positions, may change materially as the analysis is completed.

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).

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Long-term deferred tax liabilities

Long-term customer advances 183

Other non-current liabilities

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Net assets acquired

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.

As a result of the Company's continued evaluation of facts and circumstances that existed as of the acquisition date, preliminary purchase accounting estimates made in the prior period were revised during the quarter ended June 30, 2026.

These measurement period adjustments resulted in a decrease of approximately $ 25 million and $ 23 million to inventories and identifiable intangible assets, respectively, and an increase to property, plant, and equipment of approximately $ 21 million.

These adjustments, among others, resulted in a corresponding increase of approximately $ 19 million to goodwill.

The income statement impact of all measurement period adjustments was recognized in current period income, within Amortization expense or Cost of goods sold, as applicable.

These updates would not have had a material impact on the Company’s results of operations for the three months ended March 31, 2026, had the measurement period adjustments been known at that time.

Goodwill of $ 1,470 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 Company will finalize the allocation of goodwill to the SV segment’s reporting units during the measurement period as additional information becomes available.

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

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Customer relationships

Non-competition agreement

Non-competition agreements 3 19

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.

The Company has incurred transaction costs directly related to the REV Transaction of $ 1 million and $ 18 million for the three and six months ended June 30, 2026, which are recorded in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statement of Income and Comprehensive 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 Company’s consolidated Net sales and Net income attributable to Terex Corporation for the three months ended June 30, 2026 includes $ 650 million and $ 69 million, respectively, related to the REV business.

For the period from February 2, 2026 through June 30, 2026, the Company’s consolidated Net sales and Net income attributable to Terex Corporation includes $ 1,086 million and $( 22 ) 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.

This information is based on historical results of operations, which were adjusted for acquisition-related expenses, acceleration of stock-based compensation, amortization of finite-lived intangible assets, fair value step-up of inventory and depreciation of property, plant, and equipment, all related to the REV Transaction, among other adjustments.

The unaudited pro forma information 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 Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended

Six Months Ended

2026 2025 2026 2025

Net income (loss)

Basic earnings (loss) per share net income

$ 2,238 $ 2,137 $ 4,162 $ 3,964

Diluted earnings (loss) per share net income

Net income (loss)

104 66 135 ( 48 )

Basic earnings (loss) per share 0.92 0.58 1.19 ( 0.42 )

Diluted earnings (loss) per share 0.91 0.58 1.18 ( 0.42 )

NOTE E – EARNINGS PER SHARE

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

Net (loss) income

Six Months Ended

2026 2025 2026 2025

Income from continuing operations $ 110 $ 72 $ 17 $ 93

Income from discontinued operations – net of tax $ — $ — $ 4 $ —

Net income $ 110 $ 72 $ 21 $ 93

Weighted average shares outstanding

(Loss) earnings per share

113.6 65.6 104.5 66.0

Earnings per share – basic:

Income from continuing operations $ 0.97 $ 1.10 $ 0.16 $ 1.41

Income from discontinued operations – net of tax — — 0.04 —

Earnings per share $ 0.97 $ 1.10 $ 0.20 $ 1.41

Basic weighted average shares outstanding

113.6 65.6 104.5 66.0

Effect of dilutive restricted stock

Diluted weighted average shares outstanding 96.1 66.9

(Loss) earnings per share

0.6 0.3 0.9 0.5

Diluted weighted average shares outstanding 114.2 65.9 105.4 66.5

Earnings per share – diluted:

Income from continuing operations $ 0.96 $ 1.09 $ 0.16 $ 1.40

Income from discontinued operations – net of tax — — 0.04 —

Earnings per share $ 0.96 $ 1.09 $ 0.20 $ 1.40

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 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.

Weighted average Restricted Stock of approximately 0.5 million and 0.4 million were outstanding during three months ended June 30, 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.

Weighted average Restricted Stock of approximately 0.4 million and 0.5 million were outstanding during six months ended June 30, 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

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$ 1,656 $ 1,109

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

Inventory reserves were $ 93 million and $ 68 million at June 30, 2026 and December 31, 2025, respectively.

NOTE G – PROPERTY, PLANT AND EQUIPMENT

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Property, plant and equipment – net $ 966 $ 760

Depreciation expense was $ 26 million and $ 17 million for the three months ended June 30, 2026 and 2025, respectively, and $ 48 million and $ 34 million for the six months ended June 30, 2026 and 2025, respectively.

NOTE H – GOODWILL AND INTANGIBLE ASSETS

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Goodwill, Gross

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

Balance at March 31, 2026, net

Balance at June 30, 2026, net

$ 796 $ 191 $ 1,470 $ 101 $ 2,558

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

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$ 3,176 $ ( 270 ) $ 2,906 $ 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.

Aggregate intangible asset amortization expense, which is recognized based upon the pattern in which the economic benefits of the related intangible assets are consumed or, for certain intangibles, on a straight-line basis, was $ 57 million and $ 20 million for the three months ended June 30, 2026 and 2025, respectively, of which $ 9 million and $ 3 million, respectively, was recorded in Cost of goods sold in the Condensed Consolidated Statements of Income and Comprehensive Income.

Aggregate intangible asset amortization expense was $ 110 million and $ 41 million for the six months ended June 30, 2026 and 2025, respectively, of which $ 15 million and $ 6 million, respectively, was recorded in Cost of goods sold in the Condensed Consolidated Statements of Income and Comprehensive Income.

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

2026 (remaining nine months) $ 204

2026 (remaining six months) $ 124

NOTE I – LONG-TERM OBLIGATIONS

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2026 December 31,

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

5 % Senior Notes due May 15, 2029, net of unamortized debt issuance costs of $ 3 million at June 30, 2026 and December 31, 2025

6.25 % Senior Notes due October 15, 2032, net of unamortized debt issuance costs of $ 13 million and $ 15 million at June 30, 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 $ 16 million and $ 17 million at June 30, 2026 and December 31, 2025, respectively;

and unamortized original issue discount of $ 5 million at June 30, 2026 and December 31, 2025

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

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

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

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

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Letters of credit outstanding (in millions):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

$500 Million Facility

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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 Sheets as of March 31, 2026 and December 31, 2025.

The proceeds from the offering are presented in Long-term debt in the Condensed Consolidated Balance Sheets as of June 30, 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 Sheets as of March 31, 2026 and December 31, 2025.

The proceeds from the offering are presented in Long-term debt in the Condensed Consolidated Balance Sheets as of June 30, 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”).

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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 $ 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 March 31, 2026, as follows (in millions, except for quotes):

The Company estimates the fair value of its debt set forth below as of June 30, 2026, as follows (in millions, except for quotes):

Book Value Quote Fair Value

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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.

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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.

The balance of outstanding performance, bid and specialty bonds was $ 592 million and $ 35 million at June 30, 2026 and December 31, 2025, respectively.

The June 30, 2026 balance primarily relates to REV.

Losses incurred related to these arrangements have not been significant.

3 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.

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

The maximum exposure determined for credit guarantees outstanding was $ 50 million as of June 30, 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 $ 6 million at March 31, 2026 and $ 5 million at December 31, 2025.

The allowance for credit losses on credit guarantees was $ 6 million at June 30, 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 repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through the 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.

The Company’s maximum contingent liability under such agreements was $ 411 million as of June 30, 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.

The reserve for losses included in other liabilities on contracts outstanding was $ 2 million as of June 30, 2026.

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

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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.

The Company’s maximum contingent liability related to these vehicle chassis was $ 241 million as of June 30, 2026.

Losses incurred related to these arrangements have not been significant;

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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.

The Company accounts for potential recoveries of previously paid IEEPA tariffs in accordance with ASC 450-30, Gain Contingencies.

Under this model, a potential recovery of previously paid IEEPA tariffs is not recognized until it is considered realized or realizable.

Any refund recognized would be recorded as a reduction of Inventory to the extent the related inventory remains on hand, or as a reduction of Cost of goods sold for tariffs associated with inventory that has already been sold to the extent the refund amount is expected to be realized.

During the three months ended June 30, 2026, the Company filed refund claims related to IEEPA tariffs totaling $ 51 million and received $ 29 million of cash refunds.

Of the refunds received, $ 26 million was recognized as a reduction of Cost of Goods Sold, while $ 3 million was recorded as a liability as such refunds were not yet realized.

The Company will continue to monitor developments related to the refund process and assess their potential impact on its financial statements.

NOTE K – STOCKHOLDERS’ EQUITY

Changes in Accumulated Other Comprehensive Income (Loss)

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

The table below presents changes in AOCI by component for the three and six months ended June 30, 2026 and 2025.

All amounts are net of tax (in millions).

Three Months Ended

March 31, 2026

June 30, 2026

Three Months Ended

March 31, 2025

June 30, 2025

CTA Derivative Hedging Adj.

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

Other comprehensive income (loss) before reclassifications

( 22 ) 8 — 1 ( 13 ) 46 ( 14 ) 1 ( 3 ) 30

Other comprehensive (loss) income before reclassifications — ( 1 ) — — ( 1 ) 112 ( 36 ) — ( 3 ) 73

Amounts reclassified from AOCI

— — — 1 1 — 1 — — 1

Net other comprehensive income (loss)

( 22 ) 8 — 2 ( 12 ) 46 ( 13 ) 1 ( 2 ) 32

Net other comprehensive (loss) income — ( 1 ) — 1 — 112 ( 35 ) — ( 3 ) 74

Ending balance

$ ( 194 ) $ ( 30 ) $ ( 2 ) $ ( 51 ) $ ( 277 ) $ ( 180 ) $ ( 41 ) $ ( 2 ) $ ( 53 ) $ ( 276 )

Six Months Ended

June 30, 2026

Six Months Ended

June 30, 2025

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 $ ( 172 ) $ ( 37 ) $ ( 2 ) $ ( 54 ) $ ( 265 ) $ ( 338 ) $ 7 $ ( 3 ) $ ( 48 ) $ ( 382 )

Other comprehensive (loss) income before reclassifications ( 22 ) 7 — 1 ( 14 ) 158 ( 50 ) 1 ( 6 ) 103

Amounts reclassified from AOCI

— — — 2 2 — 2 — 1 3

Net other comprehensive (loss) income ( 22 ) 7 — 3 ( 12 ) 158 ( 48 ) 1 ( 5 ) 106

Ending balance $ ( 194 ) $ ( 30 ) $ ( 2 ) $ ( 51 ) $ ( 277 ) $ ( 180 ) $ ( 41 ) $ ( 2 ) $ ( 53 ) $ ( 276 )

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.

As of June 30, 2026, the Company held 20.8 million shares of common stock in treasury totaling $ 737 million, which include 0.7 million shares held in a trust for the benefit of the Company’s deferred compensation plan totaling $ 24 million.

Stock-Based Compensation

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.

During the six months ended June 30, 2026, the Company awarded 2 million shares of Restricted Stock to its employees with a weighted average fair value of $ 60.13 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.

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.

Additionally, during the six months ended June 30, 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.

13 unchanged sentences

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

Six Months Ended

Total Number of

1 unchanged sentence

(in millions)

1,360,706 $ 53

The amounts presented in the table above exclude 39,546 and 57,453 shares of common stock purchased during the six months ended June 30, 2026 and 2025, respectively, to satisfy requirements under the Company’s deferred compensation obligations to employees and non-employees.

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

Year First Quarter

Year First Quarter Second Quarter

$ 0.17 $ 0.17

In July 2026, the Board declared a dividend of $ 0.17 per share, which will be paid on September 18, 2026 to the Company’s stockholders of record as of August 11, 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 1. Financial Statements