What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-05-01 · 268 added, 128 removed, 209 unchanged (65% of the section changed)

9 unchanged sentences

(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.

During the second quarter of 2026, the Company remained focused on executing its operating plan, integrating the legacy Terex and REV organizations, and deploying the Terex Operating System (“TOS”) across the enterprise to improve operational execution, reduce fixed costs, and drive productivity improvements.

The REV Transaction, which closed in the first quarter of 2026, significantly expanded our portfolio of specialty equipment businesses and strengthened our position in resilient, high-demand markets with attractive long-term growth potential.

Our integration work is progressing as planned, and we continue to focus on realizing synergies, improving operational consistency, and leveraging the combined scale of the Company.

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

Terex delivered strong second quarter results, with revenue growth in all segments and higher Adjusted operating profit and Adjusted EBITDA as compared with the same period from the prior year.

Net sales for the three months ended June 30, 2026 were $2,238 million including sales generated from SV of $650 million, compared to $1,487 million in the same period in the prior year.

Adjusted EBITDA for the three months ended June 30, 2026 was $269 million including adjusted EBITDA generated by SV of $94 million, compared to $182 million in the same period in 2025.

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.

The Company’s free cash flow for the three months ended June 30, 2026 was $101 million compared to $78 million in the same period in 2025, reflecting better working capital management for the three months ended June 30, 2026.

Backlog as of June 30, 2026 was $6.9 billion, providing solid forward visibility.

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

Over the past two years, we deliberately shifted our end market exposure to more U.S.-based, resilient and predictable sectors.

Our North American sales represented approximately 83% of our total sales during the second quarter of 2026, as compared to the corresponding period in the prior year, where our North America sales represented 73% of total sales.

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.

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 used in operating activities to free cash flow.

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.

Our net working capital as a percentage of trailing three month annualized net sales was 15.2% as of June 30, 2026 compared to 22.8% from the same period in the prior year.

We continue to maintain ample liquidity with approximately $1,097 million available as of June 30, 2026.

Our key end markets remain resilient with reliable replacement and aftermarket demand.

In waste and recycling, long-term demand is supported by fleet replacement, innovation and demographic trends, although certain customers in the short term continue to manage capital spending and digest recently delivered fleet.

We expect utility market demand to remain supported by long-term investment in the U.S.

electrical grid, including transmission expansion and future data-center-related growth.

Demand for fire and emergency vehicles remains stable, tied to municipal budgets and replacement demand.

In Aerials and MP, infrastructure activity remains robust, supported by government funding and a growing pipeline of mega projects that we expect to provide a tailwind through at least 2030.

We continue to see opportunities to improve operating performance across the portfolio through the on-going integration process, deploying TOS, investing in technology that enables productivity improvement and leveraging our broader portfolio and scale to better serve customers.

RESULTS OF OPERATIONS

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

Three Months Ended March 31,

Three Months Ended June 30, 2026 Compared with Three Months Ended June 30, 2025

Three Months Ended June 30,

Sales % Change In

7 unchanged sentences

48 2.1 % 17 1.1 % 182.4 %

Operating (loss) profit

(82) (4.7) % 69 5.6 % *

Operating profit 187 8.4 % 129 8.7 % 45.0 %

Interest expense, net of interest income

45 2.0 % 42 2.8 % 7.1 %

Benefit from (provision for) income taxes

Net (loss) income

(89) (5.1) % 21 1.7 % *

Income taxes (29) (1.3) % (17) (1.1) % 70.6 %

Net income 110 4.9 % 72 4.8 % 52.8 %

Adjusted operating profit

2 unchanged sentences

269 12.0 % 182 12.2 % 47.8 %

* Not a meaningful percentage

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.

Net sales for the three months ended June 30, 2026 increased $751 million when compared to the same period in 2025, including sales generated from SV of $650 million.

Excluding the impact of SV, and $36 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 shipments in Aerials, MP and ES in North America and positive effects of foreign exchange rate changes.

Gross profit for the three months ended June 30, 2026 increased $136 million when compared to the same period in 2025, primarily driven by the gross profit contribution of $139 million from SV.

Excluding the impact of SV, the decrease in gross profit of $3 million was primarily due to higher tariff costs within Aerials and unfavorable product mix in ES, partially offset by favorable mix and higher volume absorption in MP, and approximately $8 million of IEEPA tariff refunds received, net of a one-time unfavorable customs-related accrual.

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.

Selling, general and administrative expenses for the three months ended June 30, 2026 increased $47 million when compared to the same period in 2025, driven by the SG&A contribution of $37 million from SV.

Excluding the impact of SV, the increase in selling, general, and administrative expense of $10 million was primarily due to the REV Transaction, including additional compensation expense and severance and retention costs, as well as negative effects of foreign exchange rate changes.

These increases were partially offset by lower costs within MP due to the absence of the Company’s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior‑year period results.

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.

Amortization of purchased intangibles for the three months ended June 30, 2026 increased $31 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 profit

Operating profit for the three months ended June 30, 2026 increased $58 million when compared to the same period in 2025, primarily driven by the operating profit contribution of $73 million from SV.

Excluding the impact of SV, operating profit decreased by $15 million, primarily due to higher tariff costs within Aerials, unfavorable product mix within ES, and costs related to the REV Transaction, partially offset by favorable mix and higher volume absorption in MP.

Interest expense, net of interest income

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 subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation.

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

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

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

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

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

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

with multiple effective dates.

Among the changes 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 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.

Interest expense, net of interest income, for the three months ended June 30, 2026 and 2025 was $45 million and $42 million, respectively.

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

Provision for income taxes

Income tax expense for the three months ended June 30, 2026, was $29 million on pretax income of $139 million, resulting in an effective tax rate of 20.6%, as compared to income tax expense of $17 million on pretax income of $89 million, resulting in 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.

Net income for the three months ended June 30, 2026 was $110 million compared to Net income of $72 million in the same period in 2025.

The increase in Net income of $38 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 operating profit for the three months ended June 30, 2026 increased $81 million when compared to the same period in 2025, primarily due to the Adjusted operating profit generated by SV of $88 million.

Excluding the impact of SV, Adjusted operating profit decreased by $7 million, driven by higher tariff costs within Aerials and unfavorable mix within ES, partially offset by favorable mix and higher volume absorption in MP.

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.

Adjusted EBITDA for the three months ended June 30, 2026 increased $87 million when compared to the same period in 2025, primarily due to Adjusted EBITDA generated by SV of $94 million.

Excluding the impact of SV, Adjusted EBITDA decreased by $7 million, driven by higher tariff costs within Aerials in the current year period and unfavorable mix within ES, partially offset by favorable mix and higher volume absorption in MP.

Environmental Solutions

Three Months Ended March 31,

Three Months Ended June 30,

Sales % Change In

4 unchanged sentences

$ 80 17.5 % $ 86 20.0 % (7.0) %

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.

Net sales for the three months ended June 30, 2026 increased $26 million when compared to the same period in 2025, primarily due to increased throughput and shipments of utilities products, partially offset by lower shipments of refuse collection vehicles.

Adjusted EBITDA for the three months ended June 30, 2026 decreased $6 million when compared to the same period in 2025, primarily due to greater contribution from Utilities, inefficiencies related to a production ramp up in Utilities, and under-absorption associated with lower refuse collection vehicle volume within ESG.

Materials Processing

Three Months Ended March 31,

Three Months Ended June 30,

Sales % Change In

4 unchanged sentences

$ 87 18.8 % $ 62 13.8 % 40.3 %

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.

Net sales for the three months ended June 30, 2026 increased $10 million when compared to the same period in 2025.

Excluding the sales impact 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 results, net sales increased $46 million.

The improvement was primarily driven by increased shipments, particularly for mobile crushers in the U.S.

supported by road construction, infrastructure projects, and select commercial building activities.

Adjusted EBITDA for the three months ended June 30, 2026 increased $25 million when compared to the same period in 2025, primarily due to favorable mix, higher volume absorption, and lower SG&A costs driven by the sale of the Company’s tower and rough terrain cranes businesses, partially offset by increased transportation costs.

The adjusted EBITDA impact from the Company’s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior period results, was $2 million.

Specialty Vehicles

Three Months Ended March 31,

Three Months Ended June 30,

Sales % Change In

5 unchanged sentences

* 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,

Net sales and Adjusted EBITDA represent the results of operations of REV from the REV Transaction for the three months ended June 30, 2026.

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

Three Months Ended June 30,

Sales % Change In

4 unchanged sentences

$ 38 5.7 % $ 55 9.1 % (30.9) %

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.

Net sales for the three months ended June 30, 2026 increased $66 million when compared to the same period in 2025, primarily due to increased shipments to national customers for mega projects and positive impacts from exchange rate changes.

Adjusted EBITDA for the three months ended June 30, 2026 decreased $17 million when compared to the same period in 2025, primarily due to higher tariff costs in the current year period and inflationary pressures, partially offset by higher volume, price realization and cost actions.

Corporate and Other / Eliminations

Three Months Ended March 31,

Three Months Ended June 30,

Sales % Change In

5 unchanged sentences

* Not a meaningful percentage

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

Adjusted EBITDA for the three months ended June 30, 2026 decreased $9 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.

RESULTS OF OPERATIONS

Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025

Six Months Ended June 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ 3,972 — 2,716 — 46.2 %

Gross profit 651 16.4 % 556 20.5 % 17.1 %

Selling, general and administrative expenses

451 11.4 % 323 11.9 % 39.6 %

Amortization of purchased intangibles 95 2.4 % 35 1.3 % 171.4 %

Operating profit 105 2.6 % 198 7.3 % (47.0) %

Interest expense, net of interest income 88 2.2 % 83 3.1 % 6.0 %

Benefit from (provision for) income taxes 4 0.1 % (22) (0.8) % *

Net income 21 0.5 % 93 3.4 % (77.4) %

Adjusted operating profit 395 9.9 % 276 10.1 % 43.1 %

Adjusted EBITDA 442 11.1 % 310 11.4 % 42.6 %

* Not a meaningful percentage

Net sales for the six months ended June 30, 2026 increased $1,256 million when compared to the same period in 2025, including sales generated from SV of $1,086 million.

Excluding the impact of SV, and $64 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 shipments across most product lines and geographies in all other segments and positive effects of foreign exchange rate changes.

Gross profit for the six months ended June 30, 2026 increased $95 million when compared to the same period in 2025, primarily driven by the gross profit contribution of $105 million from SV.

Excluding the impact of SV, the decrease in gross profit of $10 million was primarily due to higher tariff costs within Aerials and unfavorable product mix within ES, partially offset by favorable mix and higher volume absorption in MP, and approximately $8 million of IEEPA tariff refunds received, net of a one-time unfavorable customs-related accrual.

Selling, general, and administrative expense

Selling, general and administrative expenses for the six months ended June 30, 2026 increased $128 million when compared to the same period in 2025, driven by the SG&A contribution of $62 million from SV.

Excluding the impact of SV, the increase in selling, general, and administrative expense of $66 million was primarily due to the REV Transaction, including additional compensation expense, severance and retention costs and transaction costs of $18 million, partially offset by lower costs within MP due to the absence of the Company’s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior‑year period results.

Amortization of purchased intangibles

Amortization of purchased intangibles for the six months ended June 30, 2026 increased $60 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 profit

Operating profit for the six months ended June 30, 2026 was $105 million compared to Operating profit of $198 million in the same period in 2025.

Excluding the operating loss generated by SV of $15 million, operating profit decreased $78 million, primarily due to higher tariff costs within Aerials and unfavorable mix within Aerials and ES, partially offset by favorable mix and higher volume absorption in MP.

Interest expense, net of interest income

Interest expense, net of interest income, for the six months ended June 30, 2026 and 2025 was $88 million and $83 million, respectively.

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

Benefit from (provision for) income taxes

Income tax benefit for the six months ended June 30, 2026, was $4 million on pretax income of $13 million, resulting in an effective tax rate of (37.4)%, as compared to income tax expense of $22 million on pretax income of $115 million, resulting in 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.

Net income for the six months ended June 30, 2026 was $21 million compared to Net income of $93 million in the same period in 2025.

The decrease in Net income of $72 million was primarily due to the factors detailed above.

Adjusted operating profit

Adjusted operating profit for the six months ended June 30, 2026 increased $119 million when compared to the same period in 2025, primarily due to the Adjusted operating profit generated by SV of $146 million.

Excluding the impact of SV, Adjusted operating profit decreased by $27 million, primarily due to higher tariff costs within Aerials and unfavorable mix within Aerials and ES, partially offset by favorable mix and higher volume absorption in MP.

Adjusted EBITDA

Adjusted EBITDA for the six months ended June 30, 2026 increased $132 million when compared to the same period in 2025, primarily due to Adjusted EBITDA generated by SV of $156 million.

Excluding the impact of SV, Adjusted EBITDA decreased by $24 million, primarily due to higher tariff costs within Aerials in the current year period and unfavorable mix within ES and Aerials, partially offset by favorable mix and higher volume absorption in MP.

Environmental Solutions

Six Months Ended June 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ 867 — $ 829 — 4.6 %

Adjusted EBITDA $ 154 17.7 % $ 167 20.2 % (7.8) %

Net sales for the six months ended June 30, 2026 increased $38 million when compared to the same period in 2025, primarily due to increased throughput and shipments of utilities products, partially offset by lower shipments of refuse collection vehicles.

Adjusted EBITDA for the six months ended June 30, 2026 decreased $13 million when compared to the same period in 2025, primarily due to unfavorable mix, inefficiencies related to a production ramp up in Utilities, and under-absorption associated with lower refuse collection vehicle volume within ESG.

Materials Processing

Six Months Ended June 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ 883 — $ 836 — 5.6 %

Adjusted EBITDA $ 150 17.0 % $ 105 12.6 % 42.9 %

Net sales for the six months ended June 30, 2026 increased $47 million when compared to the same period in 2025.

The increase was primarily driven by increased shipments across most product lines and geographies as well as positive effects of foreign exchange rate changes.

Adjusted EBITDA for the six months ended June 30, 2026 increased $45 million when compared to the same period in 2025, primarily due to higher sales volume, favorable mix, price realization, and lower SG&A costs driven by the sale of the Company’s tower and rough terrain cranes businesses, partially offset by inflationary pressures.

The adjusted EBITDA impact from the Company’s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior period results, was $3 million.

Specialty Vehicles

Six Months Ended June 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ 1,086 — $ — — *

Adjusted EBITDA $ 156 14.4 % $ — * *

* 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” in our Condensed Consolidated Financial Statements for additional information regarding the REV Transaction.

Six Months Ended June 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ 1,142 — $ 1,057 — 8.0 %

Adjusted EBITDA $ 39 3.4 % $ 75 7.1 % (48.0) %

Net sales for the six months ended June 30, 2026 increased $85 million when compared to the same period in 2025, primarily due to higher shipment volumes in North America and Western Europe across most product lines and positive effects of foreign exchange rate changes.

Adjusted EBITDA for the six months ended June 30, 2026 decreased $36 million when compared to the same period in 2025, primarily due to higher tariff costs, unfavorable mix, and inflationary pressures, partially offset by higher sales volume and cost actions.

Corporate and Other / Eliminations

Six Months Ended June 30,

Sales % Change In

Reported Amounts

($ amounts in millions)

Net sales $ (6) — $ (6) — — %

Adjusted EBITDA (57) * $ (37) * (54.1) %

* Not a meaningful percentage

Adjusted EBITDA for the six months ended June 30, 2026 decreased $20 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

9 unchanged sentences

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 define free cash flow as Net cash provided by 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 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.

3 unchanged sentences

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 —

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

Three Months Ended June 30,

Net income $ 110 $ 72

Income taxes (29) (17)

Interest income 5 2

Interest expense (50) (44)

Other expense – net (3) 2

Operating profit 187 129

Restructuring and other (a)

Deal related (b)

Purchase price accounting (c)

Adjusted operating profit

Six Months Ended June 30,

Net income $ 21 $ 93

Income from discontinued operations – net of tax 4 —

Benefit from (provision for) income taxes 4 (22)

2 unchanged sentences

Other expense – net (4) —

Operating (loss) profit

Operating profit 105 198

Restructuring and other (a)

4 unchanged sentences

Adjusted operating profit

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

Three Months Ended March 31, 2026

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

Three Months Ended June 30, 2026

Corporate and Other / Elims

1 unchanged sentence

$ 55 $ 79 $ 69 $ 25 $ (118) $ 110

Provision for income taxes — — — — 29 29

Interest income — — — — (5) (5)

Interest expense — 3 4 — 43 50

Other expense

Operating profit (loss)

55 82 73 25 (48) 187

Depreciation (2)

Amortization (2)

20 1 35 — 3 59

Non-cash interest costs

— — — — (2) (2)

80 87 115 31 (43) 270

Restructuring and other (a)

Deal related (b)

— — — — 12 12

Purchase price accounting (c) — — (21) — 1 (20)

Adjusted EBITDA

$ 80 $ 87 $ 94 $ 38 $ (30) $ 269

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

(2) These line items include $1 million of depreciation and $55 million of amortization within the ES and SV segments related to purchase price accounting.

Three Months Ended June 30, 2025

ES MP Aerials Corporate and Other / Elims Total

Net income (loss) (1)

$ 61 $ 46 $ 45 $ (80) $ 72

Provision for income taxes — — — 17 17

Interest income — — — (2) (2)

Interest expense — 3 — 41 44

Other expense — — 1 (3) (2)

Operating profit (loss) 61 49 46 (27) 129

Depreciation 4 4 6 3 17

Amortization (2)

Non-cash interest costs — — — (2) (2)

EBITDA 85 53 52 (24) 166

Restructuring and other (a) — 9 3 — 12

Deal related (b) — — — — 3 3

Purchase price accounting (c) 1 — — — 1

Adjusted EBITDA $ 86 $ 62 $ 55 $ (21) $ 182

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

(2) This line item includes $20 million of amortization within the ES segment related to purchase price accounting.

Costs for the three months ended June 30, 2026 are associated with reduction in force and a plant closure in the Aerials segment.

Costs for the three months ended June 30, 2025 are associated with restructuring programs across the MP and Aerials segments.

Costs for the three months ended June 30, 2026 are primarily related to the REV Transaction, including acceleration of stock-based compensation awards, severance and retention costs, and transaction costs.

Costs for the three months ended June 30, 2025 relate to costs incurred as part of the ESG integration.

Costs for the three months ended June 30, 2026 primarily relate to the REV Transaction, driven by the impact of adjusting inventory fair value step-ups in connection with purchase accounting related measurement period adjustments.

Costs for the three months ended June 30, 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 income (loss) to Adjusted EBITDA, as amortization is a separate line item within the reconciliation.

Six Months Ended June 30, 2026

Corporate and Other / Elims

Net income (loss) (1)

$ 104 $ 138 $ (22) $ 17 $ (216) $ 21

Gain on disposition of discontinued operations – net of tax

7 unchanged sentences

104 145 (15) 18 (147) 105

Depreciation (2)

9 9 11 14 6 49

Amortization (2)

40 1 67 — 5 113

Non-cash interest costs

5 unchanged sentences

Purchase price accounting (c) — — 91 — 3 94

— — 113 — 1 114

Divestitures (d)

3 unchanged sentences

(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

(2) These line items include $1 million of depreciation and $107 million of amortization within the ES and SV segments related to purchase price accounting.

Six Months Ended June 30, 2025

ES MP Aerials Corporate and Other / Elims

7 unchanged sentences

117 85 49 (53) 198

Amortization (2)

Non-cash interest costs

8 unchanged sentences

(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.

(2) This line item includes $40 million of amortization within the ES segment related to purchase price accounting.

Costs for the six months ended June 30, 2026 are associated with reduction in force and a plant closure in the Aerials segment.

Costs for the six months ended June 30, 2025 are associated with restructuring programs across MP, Aerials, and Corporate segments.

Costs for the six months ended June 30, 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 six months ended June 30, 2025 relate to costs incurred as part of the ESG integration.

Costs for the six months ended June 30, 2026 relate to the REV Transaction, and include amortization of the inventory step-up recognized in connection with the REV Transaction, and incremental stock based compensation cost for replacement stock awards.

Costs for the six months ended June 30, 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 income (loss) 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.

2 unchanged sentences

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 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.

At June 30, 2026, we had cash and cash equivalents of $407 million and undrawn availability under our revolving line of credit of $690 million, giving us total liquidity of approximately $1,097 million.

During the six months ended June 30, 2026, our liquidity decreased by approximately $475 million from December 31, 2025 primarily due to cash used for the REV Transaction, capital expenditures, dividend payments, and taxes paid on shares withheld in connection with stock vestings, partially offset by cash provided by operating activities and proceeds from the sale of businesses.

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 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):

We had free cash flow of $101 million and $44 million for the three and six months ended June 30, 2026, respectively.

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

Three Months Ended

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):

Six Months Ended

Net cash provided by operating activities $ 128 $ 97

Capital expenditures, net of proceeds from sale of capital assets (27) (53)

Free cash flow $ 101 $ 44

Pursuant to terms of our trade accounts receivable factoring arrangements, during the six months ended June 30, 2026, we sold, without material recourse, approximately $348 million of trade accounts receivable to enhance liquidity.

Working capital as a percentage of trailing three month annualized net sales was 15.2% at June 30, 2026.

The following tables show the calculation of our working capital and trailing three months annualized sales as of June 30, 2026 (in millions):

Three Months Ended

March 31, 2026

June 30, 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

Trailing three month annualized net sales $ 8,952

June 30, 2026

Inventories $ 1,656

3 unchanged sentences

Working capital

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.

During the six months ended June 30, 2026, there were no shares of common stock repurchased under our Board authorized share repurchase programs, leaving approximately $183 million available for repurchase under such programs.

Our Board declared a dividend of $0.17 per share in the first and second quarters of 2026, which were paid to our stockholders during those periods.

In July 2026, our Board declared a dividend of $0.17 per share, which will be paid on September 18, 2026 to our stockholders of record as of August 11, 2026.

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 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.

Cash provided by operations was $97 million and $81 million for the six months ended June 30, 2026 and 2025, respectively.

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

Cash used in investing activities was $488 million and $38 million for the six months ended June 30, 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 businesses.

Cash provided by financing activities was $30 million for the six months ended June 30, 2026, compared to cash used in financing activities of $84 million for the prior year period.

The increase in cash provided by financing activities was primarily driven by higher net borrowings in the current year period and share repurchases in the prior‑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

28 unchanged sentences

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