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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-04-01 · 63 added, 18 removed, 147 unchanged (36% of the section changed)

3 unchanged sentences

Management's Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") .

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of January 31, 2022.

Based on that evaluation, management has concluded that the Company’s disclosure controls and procedures were effective at January 31, 2023 to ensure that the information required to be disclosed by the Company in this annual report on Form 10-K is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to the Company’s management including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

As previously disclosed, we completed the acquisition of the Heartland Companies on August 1, 2022, and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude the acquired operation of the Heartland Companies from the scope of design and operation of our disclosure controls and procedures for the year ended January 31, 2023.

The Heartland Companies constitute 5.7% of total assets and 4.7% of total revenue of the consolidated financial statement amounts as of and for the year ended January 31, 2023.

The Company is in the process of evaluating the existing controls and procedures of the Heartland Companies and integrating , the Heartland Companies into its system of internal controls over financial reporting.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has also audited our internal control over financial reporting as of January 31, 2023, as stated in their report included in Item 8 of this Form 10-K.

2 unchanged sentences

OTHER INFORMATION

On March 28, 2022, Stan Dardis informed the Board of Directors (the "Board") of the Company that he will retire at the end of his current term and therefore will not stand for reelection to the Board at the Company's 2022 Annual Meeting of Stockholders, scheduled to be held June 6, 2022.

Dardis' decision not to stand for reelection is the result of his retirement and is not related to any disagreement with the Company's operations, policies or practices.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to the sections labeled "Compensation Discussion and Analysis," "Compensation Committee Report," "Compensation Committee Interlocks and Insider Participation," "Executive Compensation," and "Non-Employee Director Compensation," all of which will appear in our definitive proxy statement for our 2022 Annual Meeting of Stockholders.

The information required by Item 11 is incorporated herein by reference to the sections labeled "Compensation Discussion and Analysis," "Compensation Committee Report," "Compensation Committee Interlocks and Insider Participation," "Executive Compensation (excluding the information under the subheading "Pay Versus Performance")," and

"Non-Employee Director Compensation," all of which will appear in our definitive proxy statement for our 2023 Annual Meeting of Stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

24 unchanged sentences

TITAN MACHINERY INC.

Securities Purchase Agreement, dated as of July 8, 2022, by and among Titan Machinery Inc.;

Heartland Agriculture, LLC;

Gordon Glade, Jeff Keller, Robert Caldwell and Michael Stopkotte;

Michael Anderson, Barb Anderson, David Clare, Scott Reins, Shawn Sterling, The Constance Kent Revocable Trust and Lenco Enterprises, LLC;

and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein by reference to Exhibit 2.1 of the registrant's Current Report on Form 8-K filed with the Commission on July 14, 2022).

Amendment No.

1 to Securities Purchase Agreement, dated as of July 28, 2022, by and among Titan Machinery Inc.;

Heartland Agriculture, LLC;

Gordon Glade, Jeff Keller, Robert Caldwell and Michael Stopkotte;

Michael Anderson, Barb Anderson, David Clare, Scott Reins, Shawn Sterling, The Constance Kent Revocable Trust and Lenco Enterprises, LLC;

and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein by reference to Exhibit 2.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Securities Purchase Agreement, dated as of July 8, 2022, by and among Titan Machinery Inc.;

Heartland Solutions, LLC;

Oak Hill Capital, LLC, Jeff Keller and Robert Caldwell;

Robert Caldwell, solely in his capacity as Seller Representative;

and solely for purposes of being bound by Sections 6.07 and 9.13 thereof, Gordon Glade (incorporated herein by reference to Exhibit 2.2 of the registrant's Current Report on Form 8-K filed with the Commission on July 14, 2022).

Securities Purchase Agreement, dated as of July 8, 2022, by and among Titan Machinery Inc.;

Heartland Leverage Lender, LLC;

Gordon Glade, Jeff Keller and Robert Caldwell;

and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein by reference to Exhibit 2.3 of the registrant's Current Report on Form 8-K filed with the Commission on July 14, 2022).

Amendment No.

1 to Securities Purchase Agreement, dated as of July 29, 2022, by and among Titan Machinery Inc.;

Heartland Leverage Lender, LLC;

Gordon Glade, Jeff Keller and Robert Caldwell;

and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein by reference to Exhibit 2.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Certificate of Incorporation of the registrant, as amended (incorporated herein by reference to Exhibit 3.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 10, 2012, File No.

8 unchanged sentences

Amendment dated March 1, 2014 to the Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.54 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2014).**

Amended and Restated Employment Agreement, dated September 4, 2015, between Mark Kalvoda and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2015).**

Amendment dated September 1, 2016 to the Amended and Restated Employment Agreement, dated September 4, 2015 between Mark Kalvoda and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 1, 2016).**

Executive Employment Agreement, dated September 5, 2018, between Bryan J.

2 unchanged sentences

Knutson and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 3, 2021).**

Executive Employment Agreement, dated S eptember 29, 2 022, between Robert Larsen and the Company (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on September 30, 2022).**

Amended and Restated Employment Agreement, dated September 4, 2015, bet ween Mark Kalvoda and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2015).**

Amendment dated September 1, 2016 to the Amended and Restated Employment Agreement, dated September 4, 2015 be tween Mark Kalvoda a nd the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 1, 2016).**

Letter Agreement between Titan Machinery Inc.

and Mark Kalvoda, dated April 25, 2022, between Mark Kalvoda and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on June 3, 2022).**

Agricultural Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).

Amendment to the Agricultural Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).

Form of CaseIH Agriculture Equipment Sales and Service Agreement between CNH Industrial America LLC and Titan Machinery Inc.

(incorporated herein by reference to Exhibit 10.3 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Revision 1 to the Case IH Agricultural Equipment Sales and Service Agreement between CNH Industrial America LLC and Titan Machinery Inc.

(incorporated herein by reference to Exhibit 10.4 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Construction Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).

9 unchanged sentences

333-145526, filed with the Commission on October 10, 2007).

Agreement to Grant Commercial Application Equipment Distribution Rights, dated as of August 1, 2022, by and between CNH Industrial America LLC and Titan Machinery Inc.

(incorporated herein by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q filed with the Commissio n on September 9, 2022).

Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.25 of the registrant's Amendment No.

13 unchanged sentences

Amendment dated November 17, 2020 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.9.12 of the registrant’s Quarterly Report on Form 10-K filed with the Commission on March 31, 2021).

Amendment dated December 3, 2021 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (in corporated herein by reference to Exhibit 10.9.13 of the registrant's Annual Report on Form 10-K with the Commission on April 1, 2022).

Amendment, dated August 1, 2022, to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement, dated November 13, 2007, by and between Titan Machinery Inc.

and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission o n September 9, 2022).

Third Amendment, dated January 31, 2023, to the Amended and Restated Third Revolving Credit Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC.

Third Amended and Restated Credit Agreement, dated as of April 3, 2020, by and among the registrant, as Borrower, the financial institutions party thereto, as lenders, Bank of America, N.A., as Administrative Agent, Bank of American, N.A., Wells Fargo Bank N.A., and Regions Bank, as Joint Lead Arrangers and Joint Book Runners, Wells Fargo Bank, N.A., and Regions Bank, as Joint Syndication Agents, and BBVA USE as Documentation Agent (incorporated by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 4, 2020).

Amendment dated June 4, 2021 to the Third Amended and Restated Credit Agreement, dated as of April 3, 2020, by and among the registrant, as Borrower, the financial institutions party thereto, as lenders, Bank of America, N.A., as Administrative Agent, Bank of American, N.A., Wells Fargo Bank N.A., and Regions Bank, as Joint Lead Arrangers and Joint Book Runners, Wells Fargo Bank, N.A., and Regions Bank, as Joint Syndication Agents, and BBVA USE as Documentation Agent (incorporated by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 3, 2021).

Amendment No.

2 to Third Amended and Restated Credit Agreement, dated October 31, 2022, by and among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.

(incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 8, 2022).

Joinder to Third Amended and Restated Credit Agreement, dated as of August 31, 2022, by and among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.

(incorporated herein by reference to Exhibit 10.5 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Joinder to Third Amended and Restated Guaranty and Security Agreement, dated as of August 31, 2022, by and among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.

(incorporated h erein by reference to Exhibit 10.6 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Titan Machinery Inc.

9 unchanged sentences

Restricted Stock Agreement (for non-employee directors) under the Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan.**

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.12.2 of the registrant's Quarterly Report on Form 10-K filed with the Commission on April 1, 2022).**

Form of Titan Machinery Inc.

Restricted Stock Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014, File No.

001-33866).**

Form of Titan Machinery Inc.

13 unchanged sentences

Titan Machinery Inc.

Non-Employee Director Compensation Plan.**

Non-Employee Director Compensation Plan (incorporated herein by reference to Exhibit 10.20 of the registrant's Annual Report on Form 10-K with the Commission o n April 1, 2022).

Description of Titan Machinery Inc.’s Executive Cash Bonus Plan (incorporated herein by reference to Exhibit 10.34 of the registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2015).

23 unchanged sentences

By /s/ DAVID J.

MEYER By /s/ MARK KALVODA

MEYER By /s/ ROBERT LARSEN

Board Chair and Chief Executive Officer

Mark Kalvoda,

Robert Larsen,

Chief Financial Officer

2 unchanged sentences

MEYER Board Chair, Chief Executive Officer (principal executive officer) March 30, 2023

/s/ MARK KALVODA Chief Financial Officer (principal financial officer and principal accounting officer) March 31, 2022

/s/ ROBERT LARSEN Chief Financial Officer (principal financial officer and principal accounting officer) March 30, 2023

Robert Larsen

Frank Anglin III March 30, 2023

Tony Christianson March 30, 2023

Stanley Dardis March 31, 2022

Stan Erickson March 30, 2023

2 unchanged sentences

Richard Mack March 30, 2023

*By /s/ MARK KALVODA

Mark Kalvoda, Attorney-in-Fact

*By /s/ ROBERT LARSEN

Robert Larsen, Attorney-in-Fact

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-K

Item 9A. Controls and Procedures